AMERITRADE HOLDING CORP
STOCKHOLDERS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c96199exv10w1.htm
<DESCRIPTION>STOCKHOLDERS AGREEMENT
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<P align="center" style="font-size: 10pt">STOCKHOLDERS AGREEMENT



<P align="center" style="font-size: 10pt">AMONG



<P align="center" style="font-size: 10pt">AMERITRADE HOLDING CORPORATION,



<P align="center" style="font-size: 10pt">THE STOCKHOLDERS LISTED ON<BR>
SCHEDULE A HERETO



<P align="center" style="font-size: 10pt">AND



<P align="center" style="font-size: 10pt">THE TORONTO-DOMINION BANK



<P align="center" style="font-size: 10pt">DATED AS OF JUNE 22, 2005



<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





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<P align="center" style="font-size: 10pt"><B>Table of Contents</B>


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    <TD width="90%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Page</B></TD>
    <TD>&nbsp;</TD>
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<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">ARTICLE I DEFINITIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;1.1. Certain Defined Terms</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;1.2. Methodology for Calculations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">ARTICLE II SHARE OWNERSHIP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;2.1. General Limitation on Acquisition of Additional Voting Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;2.2. Stock Purchase Rights</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;2.3. Application of Agreement to Additional Voting Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">ARTICLE III TRANSFER RESTRICTIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;3.1. General Transfer Restrictions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;3.2. Specific Transfer Restrictions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;3.3. Legend on Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">ARTICLE IV CORPORATE GOVERNANCE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;4.1. Composition of the Board</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;4.2. Selection of Outside Independent Directors</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;4.3. Vacancies Among R Directors and TD Directors</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;4.4. Committees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;4.5. Agreement to Vote</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;4.6. Proxies</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;4.7. Notice of Initial R Directors and TD Directors</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">ARTICLE V OTHER COVENANTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;5.1. Information Rights</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;5.2. Trade Name</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;5.3. Obligation of the Company to Repurchase Shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;5.4. Non-Competition</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;5.5. Non-Audit Services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;5.6. Parallel Discussions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;5.7. Restated Charter and Bylaws to be Consistent; Defensive Measures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;5.8. Tender Offer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">ARTICLE VI MISCELLANEOUS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.1. Conflicting Agreements</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.2. Inapplicability to Certain Shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.3. Termination</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.4. Amendment and Waiver</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.5. Certain Actions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.6. Severability</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.7. Entire Agreement</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.8. Successors and Assigns; Third Party Beneficiaries</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Page</B></TD>
    <TD>&nbsp;</TD>
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    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.9. Counterparts</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.10. Remedies</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.11. Notices</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.12. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.13. Interpretation</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Section&nbsp;6.14. Effectiveness</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41</TD>
    <TD>&nbsp;</TD>
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<P align="left" style="font-size: 10pt">Schedule&nbsp;A&nbsp;&nbsp;&nbsp;&nbsp;R Parties

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<P align="center" style="font-size: 10pt"><B>Defined Terms Index</B>


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    <TD width="90%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Page</B></TD>
    <TD>&nbsp;</TD>
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<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Affiliate</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Agreement</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Appraised Value</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Appraiser</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Audit Qualified Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Beneficial Ownership</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Board</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Business</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Business Day</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Bylaws</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Capital Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Change of Control</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Closing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Closing Date</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Commission</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Common Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Company</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Competing Entity</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Control</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">DGCL</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Excess Shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Exchange Act</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Existing Stockholders Agreement</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Fair Market Value</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Family Member</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Governmental Authority</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Group</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Incidental Acquisition</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Independent Investment Banking Firm</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Initial Designees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">In-the-Money</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">JR</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Legends</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Litigation</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Measurement Date</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Non-Audit Services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Non-TD Directors Committee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Ordinary Course Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Outside Independent Directors</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Outside Independent Directors Committee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Ownership Date</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Ownership Percentage</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="center" style="font-size: 10pt">&nbsp;
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="90%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Page</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Permitted Pledge</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Person</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Post-Termination Period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Qualifying Transaction</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">R Directors</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">R Parties</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">R Party</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">R Party Ownership Levels</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">R Party Ownership Limitation Percentage</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">R Party Tender Amount</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">R Party Termination Event</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Restated Charter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Securities Act</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Share Purchase Agreement</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Shortfall Amount</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Specified Termination Event</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Subsidiary</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Takeover Proposal</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">TD</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">TD Directors</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">TD Ownership Levels</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">TD Ownership Limitation Percentage</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">TD Tender Amount</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Tender Offer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Termination Event</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Third Party</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Total Voting Power</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Trademark License Agreement</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Transfer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Unaffiliated Stockholder Approval</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Voting Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Waterhouse</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
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</DIV>

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<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt">STOCKHOLDERS AGREEMENT



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;STOCKHOLDERS AGREEMENT, dated as of June&nbsp;22, 2005, among Ameritrade Holding Corporation, a
Delaware corporation ( the &#147;<U><B>Company</B></U>&#148;), the stockholders of the Company listed on Schedule&nbsp;A
hereto under the heading &#147;R Parties&#148; (each, an &#147;<U><B>R Party</B></U>&#148; and collectively, the &#147;<U><B>R
Parties</B></U>&#148;) and The Toronto-Dominion Bank, a Canadian chartered bank (&#147;<U><B>TD</B></U>&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, concurrently with the execution of this Agreement, the Company and TD have entered
into an Agreement of Sale and Purchase, dated as of the date hereof (as amended, supplemented,
restated or otherwise modified from time to time, the &#147;<U><B>Share Purchase Agreement</B></U>&#148;), pursuant
to which and subject to the terms and conditions thereof, among other things, the Company will
purchase from TD all of the outstanding capital stock of TD Waterhouse Group, Inc., a Delaware
corporation and a wholly-owned subsidiary of TD (&#147;<U><B>Waterhouse</B></U>&#148;), and TD will receive, in
exchange for its shares of capital stock of Waterhouse, shares of Common Stock;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, following the closing under the Share Purchase Agreement (the &#147;<U><B>Closing</B></U>&#148;), TD
(and J. Joe Ricketts (&#147;<U><B>JR</B></U>&#148;), if he elects to participate as a co-bidder) will commence or
cause to be commenced a tender offer (the &#147;<U><B>Tender Offer</B></U>&#148;) pursuant to which (i)&nbsp;TD or its
permitted designee would offer to purchase the TD Tender Amount and (ii)&nbsp;JR (if he elects to
participate as a co-bidder) or his permitted designee would offer to purchase up to the R Party
Tender Amount;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the parties hereto desire to enter into this Agreement to establish certain
arrangements with respect to the shares of Common Stock to be Beneficially Owned by the parties
following the Closing, as well as restrictions on certain activities in respect of the Common
Stock, corporate governance and other related corporate matters; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Share Purchase Agreement contemplates that this Agreement will be executed
concurrently with the execution of the Share Purchase Agreement and, except as specified in Section
6.14, will become effective upon the Closing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations
hereinafter set forth, the parties hereto hereby agree as follows:


<P align="center" style="font-size: 10pt"><B>ARTICLE I</B>



<P align="center" style="font-size: 10pt"><B>DEFINITIONS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.1. <U>Certain Defined Terms</U>.<BR>
As used herein, the following terms shall have the following meanings:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Affiliate</B></U>&#148; means, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by or is under
common control with, such specified Person; <U>provided</U>, <U>however</U>, that solely for
purposes of this Agreement, notwithstanding anything to the contrary
set forth herein, (A) neither the
Company nor any of its

</DIV>
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<P align="right" style="font-size: 10pt">2
<P align="left" style="font-size: 10pt">Subsidiaries shall be deemed to be a Subsidiary or Affiliate of any R Party
or TD, and (B) no R Party or TD shall be deemed to be an Affiliate of each other or of the Company,
solely by virtue of (i)&nbsp;such party&#146;s ownership of Common Stock or its being a party to this
Agreement, (ii)&nbsp;the election of Directors designated by such party or nominated by such party for
election to the Board or (iii)&nbsp;any other action taken by such party&#146;s or its respective Affiliates
which is expressly required or contemplated under this Agreement, in each case in accordance with the terms and conditions
of, and subject to the limitations and restrictions set forth in, this Agreement (and irrespective
of the characteristics of the aforesaid relationships and actions under applicable law or
accounting principles).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Agreement</B></U>&#148; means this Stockholders Agreement as it may be amended, supplemented,
restated or modified from time to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Appraised Value</B></U>&#148; means, with respect to a Competing Entity, the value that a Person
(such Person, an &#147;<U><B>Appraiser</B></U>&#148;) valuing the common equity of the Competing Entity (or if the
Competing Entity is a division or other unincorporated unit of another company, the net value of
the assets and liabilities of such division or other unit) pursuant to this Agreement has
determined such Competing Entity would have in a privately negotiated, arms&#146;-length sale context
for which purpose the Appraiser:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) shall assume that the valuation is based on the Competing Entity and its
Subsidiaries (to the extent acquired in the applicable acquisition) taken as a whole and as
a stand-alone business, apart from its parent and Affiliates, if any; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) shall take into account other factors relevant to such valuation, including (A)
the prospects of the Competing Entity and its Subsidiaries (to the extent acquired in the
applicable acquisition), (B)&nbsp;the value of the estimated future earnings of the Competing
Entity and its Subsidiaries (to the extent acquired in the applicable acquisition), (C)&nbsp;the
equity and tangible equity of the Competing Entity and its Subsidiaries (to the extent
acquired in the applicable acquisition) as disclosed in its most recent consolidated
financial statements, (D)&nbsp;the public market trading values of comparable companies, (E)&nbsp;the
business mix of the Competing Entity and its Subsidiaries (to the extent acquired in the
applicable acquisition) relative to comparable companies, (F)&nbsp;comparable valuation multiples
to such factors, as applicable, (G)&nbsp;an appropriate control premium of no more than 15%, to
the extent a premium was paid in connection with the applicable Incidental Acquisition, and
(H)&nbsp;such other factors as the Appraiser deems relevant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Audit Qualified Director</B></U>&#148; means an individual who qualifies to serve as a member of
the audit committee of the Board pursuant to Section 4350(d) of the Nasdaq National Marketplace
Rules (or any such successor or comparable provision or any comparable rule of any other applicable
securities exchange or automated inter-dealer quotation system on which the Common Stock is then
listed or quoted)


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Beneficial Ownership</B></U>&#148; by a Person of any securities includes ownership by any Person
who, directly or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares (i)&nbsp;voting power which includes the power to vote, or to direct the voting

</DIV>
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<P align="right" style="font-size: 10pt">3
<P align="left" style="font-size: 10pt">of, such security; and/or (ii)&nbsp;investment power which includes the power to dispose, or to direct
the disposition, of such security; and shall otherwise be interpreted in accordance with the term
&#147;beneficial ownership&#148; as defined in Rule&nbsp;13d-3 adopted by the Commission under the Exchange Act;
<U>provided</U> that (x)&nbsp;for purposes of determining Beneficial Ownership, a Person shall be
deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant
to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise (irrespective of whether the right to acquire such
securities is exercisable immediately or only after the passage of time, including the passage of
time in excess of 60&nbsp;days, the satisfaction of any conditions, the occurrence of any event or any
combination of the foregoing), except that in no event will TD or any R Party be deemed to
Beneficially Own any securities which it has the right to acquire pursuant to Section&nbsp;2.2 unless,
and then only to the extent that, TD or such R Party shall have actually exercised such right and
(y)&nbsp;solely for purposes of this Agreement, notwithstanding anything to the contrary set forth
herein, neither TD nor any R Party shall be deemed to have Beneficial Ownership of securities owned
by another party hereto, solely by virtue of (A)&nbsp;such party&#146;s status as a party to this Agreement,
(B)&nbsp;the voting agreements and proxies contained herein or (C)&nbsp;any other action taken by such party
or any of its Affiliates which is expressly required or contemplated by the terms of this
Agreement, in each case in accordance with the terms and conditions of, and subject to the
limitations and restrictions set forth in, this Agreement (and irrespective of the characteristics
of the aforesaid relationships and actions under applicable law or accounting principles). For
purposes of this Agreement, a Person shall be deemed to Beneficially Own any securities
Beneficially Owned by its Affiliates or (except with respect to calculating Beneficial Ownership
for purposes of Section&nbsp;4.1) any Group of which such Person or any such Affiliate is or becomes a
member; <U>provided</U>, <U>however</U>, that shares of Common Stock subject to options granted
under Company benefit plans or shares of Common Stock (including derivative interests therein)
otherwise issued under Company benefit plans to any Person who, at the time of the grant or
issuance, was an officer or director of the Company or any of its Subsidiaries shall not be deemed
to be Beneficially Owned (i)&nbsp;by TD or any of its Affiliates or (ii)&nbsp;by any R Party in the case of
any such options, shares or derivative interests therein Beneficially Owned only by a Person who is
not an R Party. The terms &#147;<U><B>Beneficially Own</B></U>,&#148; &#147;<U><B>Beneficially Owned</B></U>&#148; and
&#147;<U><B>Beneficially Owning</B></U>&#148; shall have correlative meanings.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Board</B></U>&#148; means the Board of Directors of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Business</B></U>&#148; means the business of providing securities brokerage services to retail
traders, individual investors and registered investment advisors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Business Day</B></U>&#148; shall mean any day that is not a Saturday, a Sunday or other day on
which banks are required or authorized by law to be closed in New York, New York, USA or Toronto,
Ontario, Canada.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Bylaws</B></U>&#148; means the bylaws of the Company as in effect immediately following the
Closing, the form of which is attached as Exhibit&nbsp;F to the Share Purchase
Agreement, as amended, supplemented, restated or otherwise modified from time to time
thereafter.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Capital Stock</B></U>&#148; means, with respect to any Person at any time, any and all shares,
interests, participations or other equivalents (however designated, whether voting or non-voting)

</DIV>
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<P align="right" style="font-size: 10pt">4
<P align="left" style="font-size: 10pt">of capital stock, partnership interests (whether general or limited) or equivalent ownership
interests in or issued by such Person.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Change of Control</B></U>&#148; means (i)&nbsp;during any period of two consecutive years, individuals
who at the beginning of such period constituted the Directors (together with any new Directors
whose appointment to office or whose nomination for election by the stockholders of the Company was
(x)&nbsp;approved by a vote of a majority of the Directors then still in office who were either
Directors at the beginning of such period or whose appointment or nomination for election was
previously so approved (including pursuant to any merger or other transaction approved by such a
majority) or (y)&nbsp;otherwise effected pursuant to the terms of Article&nbsp;IV) cease for any reason to
constitute a majority of the Directors then in office, (ii)&nbsp;a merger or consolidation of the
Company with or into another Person, or the merger or consolidation of another Person with or into
the Company, as a result of which transaction or series of related transactions the holders of the
Common Stock outstanding immediately prior to such transaction or transactions would not
Beneficially Own a majority of the Total Voting Power (or, if the Company is not the surviving
Person of such transaction or transactions, of the voting power of all shares of Capital Stock or
other securities of the surviving Person (or, if such surviving Person is a Subsidiary of another
Person, of such other Person constituting the ultimate parent thereof) which are then entitled to
vote generally in the election of directors and not solely upon the occurrence and during the
continuation of certain specified events) outstanding immediately after such transaction or
transactions, (iii)&nbsp;the sale or other transfer or disposition of all or substantially all of the
Company&#146;s consolidated assets (including Capital Stock of its Subsidiaries) to another Person, or
(iv)&nbsp;the approval by the stockholders of the Company of a plan of liquidation or dissolution of the
Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Closing Date</B></U>&#148; has the meaning set forth in the Share Purchase Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Commission</B></U>&#148; means the U.S. Securities and Exchange Commission.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Common Stock</B></U>&#148; means the common stock, par value $0.01 per share, of the Company and
any securities issued in respect thereof, or in substitution therefor, in connection with any stock
split, dividend or combination, or any reclassification, recapitalization, merger, consolidation,
exchange or other similar reorganization.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Competing Entity</B></U>&#148; means any Person that is engaged in the Business in the United
States either through facilities and operations in the United States or by other channels or media
directed toward U.S. residents (and not as an incident to the conduct of business outside the U.S.
and/or with non-U.S. residents).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Control</B></U>&#148; (including the terms &#147;controlled by&#148; and &#147;under common control with&#148;), with
respect to the relationship between or among two or more Persons, means the possession, directly or
indirectly, of the power to direct or cause the direction of the affairs or management of a Person,
whether through the ownership of voting securities, as trustee or executor, by contract or any
other means.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>DGCL</B></U>&#148; means the General Corporation Law of the State of Delaware.

</DIV>
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<P align="right" style="font-size: 10pt">5

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Director</B></U>&#148; means any member of the Board (other than any advisory, honorary or other
non-voting member of the Board).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Exchange Act</B></U>&#148; means the U.S. Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated by the Commission from time to time thereunder (or under any
successor statute).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Existing Stockholders Agreement</B></U>&#148; has the meaning set forth in the Share Purchase
Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Fair Market Value</B></U>&#148; means, as to any securities or other property, the cash price at
which a willing seller would sell and a willing buyer would buy such securities or property in an
arm&#146;s-length negotiated transaction without time constraints. With respect to any securities that
are traded on a national securities exchange in the United States or Canada or quoted on the Nasdaq
National Market or the Nasdaq Small Cap Market, Fair Market Value shall mean the arithmetic average
of the closing prices of such securities on their principal market for the ten consecutive trading
days immediately preceding the applicable date of determination. The Fair Market Value of
any property or assets, other than securities described in the preceding sentence, with an
estimated value of less than $25&nbsp;million shall be determined by the Outside Independent Directors
Committee in its good faith judgment. The Fair Market Value of all other property or assets shall
be determined by an Independent Investment Banking Firm, selected by the Outside Independent
Directors Committee, whose determination shall be final and binding on the parties hereto. The
fees and expenses of such investment bank shall be paid by the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Family Member</B></U>&#148; means with respect to any individual, the spouse, descendants or any
other individual related by blood, adoption or marriage to such individual or such individual&#146;s
spouse.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>GAAP</B></U>&#148; means U.S. generally accepted accounting principles.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Governmental Authority</B></U>&#148; has the meaning set forth in the Share Purchase Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Group</B></U>&#148; shall have the meaning assigned to it in Section&nbsp;13(d)(3) of the Exchange Act
<U>provided</U>, <U>however</U>, that solely for purposes of this Agreement, notwithstanding
anything to the contrary set forth herein, none of TD, any R Party or any of their respective
Affiliates shall be deemed to be a member of a Group with each other or each others&#146; Affiliates, in
each case solely by virtue of the existence of this Agreement or any action taken by a party hereto
or any of its Affiliates which is expressly required or contemplated by the terms of this
Agreement, in each case in accordance with the terms and conditions of, and subject to the
limitations and restrictions set forth in, this Agreement (and irrespective of the characteristics
of the aforesaid relationships and actions under applicable law or accounting principles).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>In-the-Money</B></U>,&#148; with respect to an option to acquire securities that are traded on a
national securities exchange in the United States or quoted on the Nasdaq National Market or the
Nasdaq Small Cap Market, means, as of any measurement date, that the exercise price for such option
is less than the average of the closing prices for such securities on their principal market for
the five trading days ending on the trading day immediately preceding the applicable date of
determination. The determination of whether any outstanding options relating to Voting

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<P align="right" style="font-size: 10pt">6
<P align="left" style="font-size: 10pt">Securities
of the Company are In-the-Money shall be made on the 15<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> and the last calendar day of
each month.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Incidental Acquisition</B></U>&#148; means an acquisition, directly or indirectly, of more than
50% of the outstanding voting securities or more than 50% of the voting power of all shares of
Capital Stock or other securities, or substantially all the assets, of a Competing Entity as a
result of any business combination involving any Person, the principal purpose of which is to
acquire a business or entity that is not primarily engaged in the Business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Independent Investment Banking Firm</B></U>&#148; means an investment banking firm of nationally
recognized standing that is, in the reasonable judgment of the Person or Persons engaging such
firm, independent of such Person or Persons and of the parties to this Agreement at the time of
such engagement and qualified to perform the task for which it has been engaged.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A &#147;<U><B>Measurement Date</B></U>&#148; means (i)&nbsp;with respect to the R Parties, (x)&nbsp;any date on which
the Ownership Percentage of the R Parties decreases from one R Party Ownership Level (as set forth
in Section&nbsp;4.1(f)) to another since the immediately preceding Measurement Date (or if no
Measurement Date has yet occurred, since the Closing Date) and (y)&nbsp;thereafter, any subsequent date
on which another event occurs (other than any Transfer of Voting Securities by the R Parties or any
of their respective Affiliates) that further decreases such Ownership Percentage by at least 2% of
the Total Voting Power since the immediately preceding Measurement Date and (ii)&nbsp;with respect to
TD, (x)&nbsp;any date on which the Ownership Percentage of TD decreases from one TD Ownership Level (as
set forth in Section&nbsp;4.1(g)) to another since the immediately preceding Measurement Date (or if no
Measurement Date has yet occurred, since the Closing Date) and (y)&nbsp;thereafter, any subsequent date
on which another event occurs (other than any Transfer of Voting Securities by TD or any of its
Affiliates) that further decreases such Ownership Percentage by at least 2% of the Total Voting
Power since the immediately preceding Measurement Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Non-Audit Services</B></U>&#148; means the services described in Rule&nbsp;2-01(c)(4) (or any successor
rule) of Regulation&nbsp;S-X.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Non-TD Directors Committee</B></U>&#148; has the meaning set forth in the Restated Charter.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Ordinary Course Securities</B></U>&#148; means any Voting Securities or other securities held by
TD and its Affiliates in trust, managed, brokerage, custodial, nominee or other customer accounts;
in mutual funds, open or closed end investment funds or other pooled investment vehicles (including
limited partnerships and limited liability companies) sponsored, managed and/or advised or
subadvised by TD or its Affiliates; or by Affiliates of TD (or any division thereof) which are
broker-dealers or otherwise engaged in the securities business; in each case, acquired and held in
the ordinary course of their securities or banking businesses, in accordance with applicable law
and internal TD policies, and not as part of a plan to avoid the TD Ownership Limitation
Percentage. For the avoidance of doubt, &#147;Ordinary Course Securities&#148; shall not include Voting
Securities or other securities held for the direct pecuniary investment benefit of TD and its
Affiliates.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Outside Independent Directors</B></U>&#148; means the individuals designated as such by the
Company pursuant to Sections&nbsp;4.1 and 4.2 and then serving as Directors, <U>provided</U> that, in
order

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<P align="right" style="font-size: 10pt">7
<P align="left" style="font-size: 10pt">to qualify for designation and service as an Outside Independent Director pursuant to such
section, each such individual must qualify as an &#147;independent director&#148; with respect to the Company
pursuant to Section&nbsp;4200(a)(15) of the Nasdaq National Market Marketplace Rules and Section&nbsp;10A of
the Exchange Act (or any successor provisions or any comparable rules of any other applicable
securities exchange or automated inter-dealer quotation system on which the Common Stock is then
listed or quoted).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Outside Independent Directors Committee</B></U>&#148; has the meaning set forth in the Restated
Charter.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Ownership Date</B></U>&#148; means the date that is 12&nbsp;months after the Closing Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Ownership Percentage</B></U>&#148; means, with respect to any party hereto at any time, the
quotient, expressed as a percentage, of (i)&nbsp;the total voting power of all Voting Securities
Beneficially Owned by such party (assuming the exercise, conversion or exchange of all outstanding
In-the-Money options and other convertible, exercisable or exchangeable Voting Securities
Beneficially Owned by such party but not by any other Person), <I>divided by </I>(ii)&nbsp;the Total Voting
Power (assuming the exercise, conversion or exchange of all outstanding In-the-Money options and
other convertible, exercisable or exchangeable Voting Securities Beneficially Owned by such party
but not by any other Person).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Permitted Pledge</B></U>&#148; means a bona fide pledge of Voting Securities, <U>provided</U>
that the R Party pledging such Voting Securities retains sole voting power with respect to the
Voting Securities subject to such pledge prior to any sale pursuant to a margin call, foreclosure
or similar action disposition thereof by the pledgee.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Person</B></U>&#148; means any individual, corporation, limited liability company, limited or
general partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof, or any other entity or any
Group comprised of two or more of the foregoing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Qualifying Transaction</B></U>&#148; means a tender offer, exchange offer, merger or other
business combination transaction involving the acquisition of or offer to acquire 100% of the
Common Stock not owned by TD and its Affiliates which (i)&nbsp;has been approved by the Outside
Independent Directors Committee, (ii)&nbsp;is conditioned upon the receipt of Unaffiliated Stockholder
Approval and (iii)&nbsp;in the case of a Qualifying Transaction to be effected by means of a tender or
exchange offer, includes a commitment by TD or such Affiliate to promptly consummate a merger
(which may be a short-form merger) to acquire any remaining shares of Common Stock at the same
price in the event it obtains, pursuant to such tender or exchange offer, such level of ownership
of such classes of Capital Stock that would be sufficient to effect a merger pursuant to Section
251 or Section&nbsp;253 of the DGCL or any successor provision.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>R Directors</B></U>&#148; means the individuals nominated or designated by the R Parties or the R
Directors pursuant to Sections&nbsp;4.1 or 4.3 and then serving as Directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>R Party Ownership Limitation Percentage</B></U>&#148; means 29% of the Total Voting Power
(assuming the exercise, conversion or exchange of all outstanding In-the-Money options and

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<P align="right" style="font-size: 10pt">8
<P align="left" style="font-size: 10pt">other convertible, exercisable or exchangeable Voting Securities Beneficially Owned by the R Parties but
not by any other Person).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>R Party Termination Event</B></U>&#148; means the date on which the R Parties, collectively,
Beneficially Own Voting Securities representing 4.17% or less of the Total Voting Power.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Restated Charter</B></U>&#148; means the Certificate of Incorporation of the Company immediately
following the Closing, the form of which is set forth in Exhibit&nbsp;G to the Share Purchase Agreement,
as amended, supplemented, restated or otherwise modified from time to time thereafter.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Securities Act</B></U>&#148; means the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission from time to time thereunder (or under any successor
statute).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Shortfall Amount</B></U>&#148; means, as of any Measurement Date, the difference between (i) (x)
in the case of TD, the applicable TD Ownership Level required in order to avoid a reduction in the
number of TD Directors and (y)&nbsp;in the case of the R Parties, the applicable R Party Ownership Level
required in order to avoid a reduction in the number of R Directors and (ii)&nbsp;the Ownership
Percentage of TD or the R Parties, as applicable, as of such Measurement Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Subsidiary</B></U>&#148; means, with respect to any Person, any corporation or other organization,
whether incorporated or unincorporated, (i)&nbsp;of which such Person or any other Subsidiary of such
Person is a general partner (excluding partnerships, the general partnership interests of which
held by such Person or any Subsidiary of such Person do not have a majority of the voting interests
in such partnership), or (ii)&nbsp;at least a majority of the securities or other interests of which
having by their terms ordinary voting power to elect a majority of the
board of directors or others performing similar functions with respect to such corporation or
other organization is directly or indirectly owned or controlled by such Person or by any one or
more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Takeover Proposal</B></U>&#148; means any proposal with respect to a sale, merger, consolidation,
acquisition (including by way of tender offer or exchange offer or share exchange),
recapitalization or other business combination involving the Company or any of its Subsidiaries
pursuant to which more than 25% of the Voting Securities or the consolidated total assets of the
Company (including stock of its Subsidiaries) would be acquired or received by any Third Party in
one or a series of related transactions or which would otherwise constitute or result in a Change
of Control.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Third Party</B></U>&#148; means any Person (other than TD or any of its Subsidiaries) or any Group
(other than a Group which includes TD or any of its Subsidiaries as a member).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>TD Directors</B></U>&#148; means the individuals nominated or designated by TD or the TD Directors
pursuant to Sections&nbsp;4.1 or 4.3 and then serving as Directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>TD Ownership Limitation Percentage</B></U>&#148; means (i)&nbsp;prior to the third anniversary of the
Closing, 39.9% of the Total Voting Power and (ii)&nbsp;from and after the third anniversary of the
Closing, 45% of the Total Voting Power (in each case assuming the exercise, conversion or

</DIV>
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<P align="right" style="font-size: 10pt">9
<P align="left" style="font-size: 10pt">exchange of all outstanding In-the-Money options and other convertible, exercisable or exchangeable Voting
Securities Beneficially Owned by TD but not by any other Person); <U>provided</U> that in
calculating the number of Voting Securities Beneficially Owned by TD for purposes of this
definition, all Ordinary Course Securities shall be excluded, to the extent such Ordinary Course
Securities do not exceed 1% of all Voting Securities then outstanding.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Total Voting Power</B></U>&#148; means, at any time, the total number of votes then entitled to
be cast by the holders of the outstanding Common Stock and any other securities entitled, in the
ordinary course, to vote generally in the election of Directors and not solely upon the occurrence
and during the continuation of certain specified events.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Trademark License Agreement</B></U>&#148; means the trademark license agreement between the
Company and TD in the form attached as Exhibit&nbsp;E to the Share Purchase Agreement, as amended,
supplemented, restated or otherwise modified from time to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Transfer</B></U>&#148; means, directly or indirectly, to sell, transfer, assign, pledge, encumber,
hypothecate or similarly dispose of (by merger, testamentary disposition, operation of law or
otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other
arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance,
hypothecation or similar disposition of (by merger, testamentary disposition, operation of law or
otherwise), any Voting Securities or any interest in any Voting Securities, <U>provided</U>,
<U>however</U>, that (i)&nbsp;with respect to any R Party, a Permitted Pledge shall not be deemed to be
a Transfer of the Voting Securities subject to such pledge until such time as
such Voting Securities are subject to a margin call, foreclosure or similar action or
otherwise Transferred; <U>provided</U>, <U>further</U>, <U>however</U>, that in the event that
the R Parties subject to one or more Permitted Pledges more than 35% of the Voting Securities
Beneficially Owned, in the aggregate, by the R Parties immediately following the Closing, the
pledgee of any Voting Securities pledged in excess of such 35% limit (such shares, the &#147;<U><B>Excess
Shares</B></U>&#148;) must agree (at the time such pledge is made) to become subject to, and bound by, the
terms of this Agreement with respect to such Excess Shares to the extent that such pledgee
subsequently acquires Beneficial Ownership of such Excess Shares (except that such pledgee shall
have no right to designate or nominate for election any individual to serve as a Director or have
other rights with respect to board representation), and if such pledgee does not so agree, the
pledge of such Excess Shares shall be deemed to be a Transfer thereof, (ii)&nbsp;a merger, amalgamation,
plan of arrangement or consolidation or similar business combination transaction in which TD is a
constituent corporation shall not be deemed to be the Transfer of any Voting Securities
Beneficially Owned by TD or any of its wholly-owned Subsidiaries so long as the surviving or
resulting entity of such transaction remains subject to, and bound by, the obligations of TD
hereunder, and (iii)&nbsp;a merger, amalgamation, plan of arrangement or consolidation or similar
business combination transaction in which the Company is a constituent corporation and the holders
of the Common Stock immediately prior to such transaction would Beneficially Own a majority of all
shares of Capital Stock or other securities of the surviving Person (or, if such surviving Person
is a Subsidiary of another Person, of such other Person constituting the ultimate parent thereof)
which are then entitled to vote generally in the election of directors and not solely upon the
occurrence and during the continuation of certain specified events shall not be deemed to be the
Transfer of any Voting Securities Beneficially Owned by TD or any of its wholly-owned Subsidiaries
or any R Party. For purposes of this Agreement, the sale of the interest of a party to

</DIV>
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<P align="right" style="font-size: 10pt">10
<P align="left" style="font-size: 10pt">this Agreement in an Affiliate of such party which Beneficially Owns Voting Securities shall be deemed a
Transfer by such party of such Voting Securities unless (i)&nbsp;such party retains Beneficial Ownership
of such Voting Securities following such transaction or (ii)&nbsp;in the case or TD or any of its
Affiliates, such Transfer is in connection with a merger, amalgamation, plan of arrangement or
consolidation or similar business combination transaction referred to in clause (ii)&nbsp;of the proviso
of the previous sentence.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Unaffiliated Stockholder Approval</B></U>&#148; means (i)&nbsp;in the case of a tender or exchange
offer, that a majority of the outstanding shares of Common Stock not Beneficially Owned by TD and
its Affiliates shall have been tendered and not duly withdrawn at the expiration time of such
tender or exchange offer, as it may have been theretofore extended, and (ii)&nbsp;in the case of a
merger or consolidation, that the holders of a majority of the outstanding shares of Common Stock
not Beneficially Owned by TD and its Affiliates shall have executed written consents in favor of
the applicable transaction or that the holders of a majority of the outstanding shares of Common
Stock not Beneficially Owned by TD and its Affiliates shall have duly voted such shares in favor of
the applicable transaction at a meeting of stockholders duly called and held.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U><B>Voting Securities</B></U>&#148; means, at any time, shares of any class of Capital Stock or other
securities of the Company, including the Common Stock, which are then entitled to vote generally in
the election of Directors and not solely upon the occurrence and during the continuation of certain
specified events, and any securities convertible into or exercisable or exchangeable for such
shares of Capital Stock (whether or not currently so
convertible, exercisable or exchangeable or only upon the passage of time, the occurrence of
certain events or otherwise).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
thereto in the Share Purchase Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.2. <U>Methodology for Calculations</U>. (a)&nbsp;For purposes of calculating the number
of outstanding shares of Common Stock or Voting Securities and the number of shares of Common Stock
or Voting Securities Beneficially Owned by an R Party or TD as of any date, any shares of Common
Stock or Voting Securities held in the Company&#146;s treasury or belonging to any Subsidiaries of the
Company which are not entitled to be voted or counted for purposes of determining the presence of a
quorum pursuant to Section 160(c) of the DGCL (or any successor statute) shall be disregarded.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;For purposes of this Agreement, all determinations of the amount of outstanding Voting
Securities shall be based on information set forth in the most recent quarterly or annual report,
and any current report subsequent thereto, filed by the Company with the Commission, unless the
Company shall have updated such information by delivery of written notice to TD and each R Party
specifying such actual number of Voting Securities outstanding; <U>provided</U>, <U>however</U>,
that prior to the Closing, solely for purposes of determining compliance by the R Parties with
Section&nbsp;2.1 hereof, such number of outstanding Voting Securities shall be deemed to be the actual
number of Voting Securities (as determined pursuant to such report or updated notification) <I>plus</I>
193,600,000.

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Whenever this Agreement references a specific number of Voting Securities or shares of any
class thereof (including with respect to the obligations of the Company pursuant to Section&nbsp;5.3),
then if at any time or from time to time following the date hereof the Company shall pay a dividend
in the form of additional shares of such class of Voting Securities, or shall subdivide, split or
combine the then-outstanding number of such Voting Securities or issue an additional number of such
Voting Securities by reclassification of such Voting Securities, then all references to such
specific number of Voting Securities shall be deemed, for all purposes of this Agreement, to refer
to the number of Voting Securities equal to the product of the number of Voting Securities so
specified multiplied by a fraction, the numerator of which shall be the number of Voting Securities
(or applicable class thereof) outstanding immediately after, and the denominator of which shall be
the number of Voting Securities (or applicable class thereof) outstanding immediately before, the
occurrence of such event, subject to further adjustment in accordance with this sentence upon any
subsequent such dividend, subdivision, split, combination or reclassification.


<P align="center" style="font-size: 10pt"><B>ARTICLE II</B>



<P align="center" style="font-size: 10pt"><B>SHARE OWNERSHIP</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.1. <U>General Limitation on Acquisition of Additional Voting Securities</U>. (a)
(i)&nbsp;Except as provided in this Article&nbsp;II and except pursuant to a Qualifying Transaction, TD
shall not, nor shall it permit any of its Affiliates to:



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) directly or indirectly, acquire, whether by purchase, tender or exchange
offer, through the acquisition of control of another Person (including by way of
merger or consolidation), by joining a partnership, syndicate or other Group
(including a Group comprised of other parties to this Agreement), through the use of
a derivative instrument or voting agreement, or otherwise, Beneficial Ownership of
Voting Securities representing more than the TD Ownership Limitation Percentage;



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) make, or in any way participate, directly or indirectly, in, any
&#147;solicitation&#148; of &#147;proxies&#148; to vote (as such terms are used in the rules of the
Commission) or seek to advise or influence any Person with respect to the voting of,
any Voting Securities, <U>provided</U> that the restrictions contained in this
paragraph (B)&nbsp;shall not apply (1)&nbsp;with respect to the election, appointment or
removal of Directors in accordance with this Agreement, (2)&nbsp;with respect to any
other matter if a Person who Beneficially Owns Voting Securities representing 5% or
more of the Total Voting Power has made, or in any way participated, directly or
indirectly, in, any &#147;solicitation&#148; of &#147;proxies&#148; to vote (as such terms are used in
the rules of the Commission) or sought to advise or influence any Person with
respect to the voting of, any Voting Securities with respect to such matter in
opposition to the recommendation of the Board with respect to such matter or (3)&nbsp;to
any action taken by a TD Director in his or her capacity as a Director in a
manner consistent with his or her fiduciary duties;

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<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) make any public announcement of, or submit to the Company or its Board, a
proposal or offer (with or without conditions) with respect to any acquisition by TD
or its Affiliates of Beneficial Ownership of Voting Securities representing more
than the TD Ownership Limitation Percentage (including any extraordinary transaction
involving TD or its Affiliates, on the one hand, and the Company, on the other
hand); or



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D) take any action that would have a reasonable possibility of requiring
either the Company or TD under applicable law or the rules of the principal exchange
on which the Common Stock or the common shares of TD, as applicable, is then listed
or traded to make a public announcement regarding the possibility of any of the
events described in clauses (A), (B)&nbsp;or (C)&nbsp;above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Except as provided in this Article&nbsp;II, none of the R Parties shall, nor shall they permit
any of their respective Affiliates to:



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) directly or indirectly, acquire, whether by purchase, tender or exchange
offer, through the acquisition of control of another Person (including by way of
merger or consolidation), by joining a partnership, syndicate or other Group
(including a Group comprised of other parties to this Agreement), through the use of
a derivative instrument or voting agreement, or otherwise, Beneficial Ownership of
Voting Securities if such acquisition would result in the R Parties (collectively)
Beneficially Owning, in the aggregate, Voting Securities representing more than the
R Party Ownership Limitation Percentage;



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) make any public announcement of or submit to the Company or its Board, a
proposal or offer (with or without conditions) with respect to any acquisition by
any of the R Parties of Beneficial Ownership of Voting Securities that would result
in the R Parties (collectively)&nbsp;Beneficially Owning, in the aggregate, Voting
Securities representing more than the R Party Ownership Limitation Percentage
(including any extraordinary transaction involving any R Party, on the one hand, and
the Company, on the other hand); or



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) take any action that would have a reasonable possibility of requiring the
Company under applicable law or the rules of the principal exchange on which the
Common Stock is then listed or traded to make a public announcement regarding the
possibility of any of the events described in clauses (A)&nbsp;or (B)&nbsp;above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Notwithstanding the foregoing, the acquisition (whether by merger, consolidation,
amalgamation, plan of arrangement or otherwise) by any R Party or by TD or any of their respective
Affiliates of any entity that Beneficially Owns Voting Securities, or (in the case of TD or one of
its Affiliates) the acquisition of Voting Securities in connection with securing or collecting a
debt previously contracted in good faith in the ordinary course of TD or such Affiliate&#146;s banking
or securities business, shall not constitute a violation of the restrictions set forth in Section
2.1(a); <U>provided</U> that (i)&nbsp;the primary purpose of any such transaction is not to

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<P align="left" style="font-size: 10pt">avoid the provisions of this Agreement and (ii)&nbsp;such R Party or TD, as applicable, complies with Section
2.1(c).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If at any time any R Party or any of its Affiliates becomes aware that the R Parties
(collectively)&nbsp;Beneficially Own, in the aggregate, Voting Securities representing more than the R
Party Ownership Limitation Percentage, or TD or any of its Affiliates becomes aware that TD
Beneficially Owns, in the aggregate, Voting Securities representing more than the TD Ownership
Limitation Percentage (including, in each case, as a result of repurchases of Common Stock from
time to time by the Company or, in the case of TD, as a result of the acquisition of shares of
Common Stock pursuant to Section&nbsp;5.4(b)), then the R Parties and/or TD, as applicable, shall, as
soon as is reasonably practicable (but in no manner that would require such Person or any of its
Affiliates to (i)&nbsp;incur liability under Section 16(b) of the Exchange Act or (ii)&nbsp;Transfer Voting
Securities during a period in which (x)&nbsp;the Company has imposed trading restrictions on Directors
or other Affiliates of the Company or (y)&nbsp;the general counsel of the Company has determined that
the Company or such R Party or TD, as applicable, is in possession of material nonpublic
information relating to the Company) take all action reasonably necessary to reduce the number of
Voting Securities Beneficially Owned by them to a number that results in the R Parties
(collectively)&nbsp;being in compliance with Section&nbsp;2.1(a)(ii)(A) or TD being in compliance with
Section&nbsp;2.1(a)(i)(A), as applicable, <U>provided</U>, <U>however</U>, that any Transfer of Voting
Securities by an R Party or TD in order to comply with this Section&nbsp;2.1(c) shall be effected in
accordance with the applicable Transfer restrictions set forth in Article&nbsp;III. Notwithstanding any
other provision of this Agreement, each R Party and TD agree that they shall not, and shall cause
their respective Affiliates not to, exercise any voting rights in respect of any Voting Securities
Beneficially Owned by such Person to the extent such Voting Securities exceed the R Party Ownership
Limitation Percentage, in the case of the R Parties, or the TD Ownership Limitation Percentage, in
the case of TD, or alternatively, upon the request of the Company, shall cause
such shares in excess of the applicable ownership limitation percentage to be voted, on any
matter submitted to the holders of the Common Stock for a vote, in the same proportions as the
votes cast by all holders of Common Stock other than TD, the R Parties and their respective
Affiliates.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;None of the restrictions in this Agreement shall limit TD or any of its Affiliates from
initiating and holding discussions regarding a Qualifying Transaction with the Board on a
confidential basis and in a manner that would not have a reasonable possibility of requiring either
the Company or TD to make any public disclosure thereof in order to comply with their respective
disclosure obligations under the U.S. federal securities laws, Canadian securities laws or the
rules of any applicable securities exchange or automated inter-dealer quotation system on which the
securities of the Company or TD, as applicable, are then listed or quoted.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.2. <U>Stock Purchase Rights</U>. (a) (i)&nbsp;Except to the extent expressly
prohibited by law or the rules of the principal securities exchange on which the Common Stock is
then listed or traded, if the Company at any time shall propose to issue any shares of Common
Stock, whether for financings (including financings the proceeds of which are intended to be used
to fund acquisitions) or otherwise (other than issuances for acquisitions covered by paragraph (b)
below), the R Parties (collectively)&nbsp;and TD shall each have the right to purchase for cash directly
from the Company up to their respective Ownership Percentages of such

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<P align="left" style="font-size: 10pt">Common Stock to be issued at
the same purchase price (including any assumed indebtedness and valuing any non-cash consideration
at its Fair Market Value) as the price for the additional shares of Common Stock to be issued (in
the case of an underwritten public offering, net of any underwriting discount paid in connection
with such offering), subject in all cases to the restrictions contained in Section&nbsp;2.1(a)(i)(A) or
Section&nbsp;2.1(a)(ii)(A), as applicable. The Company shall provide such information, to the extent
reasonably available, relating to any non-cash consideration as any R Party or TD may reasonably
request in order to evaluate any such non-cash consideration.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Except to the extent expressly prohibited by law or the rules of the principal securities
exchange on which the Common Stock is then listed or traded, in the event that the Company shall
propose to issue options (other than employee stock options, stock appreciation rights or similar
instruments of the type covered by Section&nbsp;5.3) or warrants that are exercisable for, or debt or
equity securities that are convertible into or exchangeable for, shares of Common Stock, the
Company shall offer the R Parties (collectively)&nbsp;and TD the opportunity to purchase for cash up to
their respective Ownership Percentages of such options, warrants or convertible debt or equity
securities at the same purchase price as is offered to the other purchasers thereof, subject in all
cases to the restrictions contained in Section&nbsp;2.1(a)(i)(A) or Section&nbsp;2.1(a)(ii)(A), as
applicable. To the extent that the Company complies with its obligations to offer such options,
warrants or convertible debt or equity securities to the R Parties and TD, the R Parties and TD
shall not have the right to purchase pursuant to subparagraph (i)&nbsp;above the corresponding number of
shares of Common Stock underlying such options, warrants or convertible debt or equity securities
in connection with the issuance of such underlying shares of Common Stock (whether or not the R
Parties or TD, as applicable, exercised their right to purchase such options, warrants or
convertible debt or equity securities).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In the event that the Company intends to issue shares of Capital Stock to the
securityholders of another Person as acquisition consideration paid to such securityholders
pursuant to the acquisition by the Company of such Person (or a business or assets of such Person),
then, if requested by TD or the R Parties, and consistent with the purposes and terms of such
transaction, the Company shall discuss in good faith with TD and/or the R Parties, as applicable,
alternative structures for such transaction to provide for the acquisition by TD and/or the R
Parties of Capital Stock up to their respective Ownership Percentages of the shares of Capital
Stock that would otherwise be issued as consideration in such transaction, subject in all cases to
the restrictions contained in Section&nbsp;2.1(a)(i)(A) or Section&nbsp;2.1(a)(ii)(A), as applicable, and to
replace the portion of such potential stock consideration that would otherwise be issued to the
securityholders of the other Person, but is instead purchased by TD and/or the R Parties, as
applicable, with the cash consideration received by the Company from TD and/or the R Parties in
connection with such purchase. Any shares of Capital Stock issued to TD or the R Parties pursuant
to this Section&nbsp;2.2(b) shall be issued at the same purchase price (including any assumed
indebtedness and valuing any non-cash consideration at its Fair Market Value) as the price for the
shares of Common Stock to be issued as consideration in the transaction, subject in all cases to
the restrictions contained in Section&nbsp;2.1(a)(i)(A) or Section&nbsp;2.1(a)(ii)(A), as applicable. For
the avoidance of doubt, TD and the R Parties shall have no right to purchase shares pursuant to
paragraph (a)(i) of this Section&nbsp;2.2 as a result of the issuance by the Company of shares of
Capital Stock to the securityholders of another Person as acquisition consideration paid to such

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<P align="left" style="font-size: 10pt">securityholders pursuant to the acquisition by the Company of such Person (or a business or assets
of such Person).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall provide each R Party and TD 20 Business Days prior written notice (or,
if such notice period is not practicable under the circumstances, such reasonable prior written
notice as is practicable) of any proposed issuance subject to this Section&nbsp;2.2, unless such prior
notice, including all relevant information regarding the timing of such issuance, shall have been
given, at least 20 Business Days prior to such issuance, at a meeting of the Board at which, in the
case of such required notice to the R Parties, any R Director is in attendance and, in the case of
such required notice to TD, a TD Director who is also an officer of TD is in attendance, and such
notice is expressly given to such directors in their capacity as stockholders of the Company (or
representatives thereof). The R Parties shall be entitled to allocate, as among the R Parties, the
number of Voting Securities, options, warrants, convertible debt or equity securities, or shares of
Capital Stock entitled to be purchased by the R Parties (collectively)&nbsp;pursuant to this Section
2.2. In the event that any of the R Parties elects to exercise their purchase rights pursuant to
this Section&nbsp;2.2, the R Parties shall provide to the Company and TD written notice of such election
to purchase such securities hereunder and such allocation prior to the proposed date of issuance to
the R Parties of such securities. TD shall likewise provide, or cause to be provided, to the
Company and the R Parties written notice of its election to purchase securities pursuant to this
Section&nbsp;2.2 prior to the proposed date of issuance. Each of the R Parties and TD shall purchase
the securities that such party has elected to purchase concurrently with the related issuance of
such securities by the Company (or, if such party was given less than five Business Days&#146; prior
written notice of such issuance, then within 10 Business Days following such issuance).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;In the event that the proposed issuance by the Company of shares of Common Stock (or
options, warrants, convertible securities or similar securities) which gave rise
to the exercise by the R Parties and/or TD of their purchase rights pursuant to this Section
2.2 shall be terminated or abandoned by the Company without the issuance of any securities, then
the purchase rights of the R Parties and TD pursuant to paragraph (a)-(c) above shall also
terminate as to such proposed issuance by the Company (but not any subsequent or future issuance),
and any funds in respect thereof paid to the Company by the R Parties or TD shall be refunded in
full.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;In addition to the acquisitions of securities of the Company permitted by this Section
2.2, subject to the restrictions of Section&nbsp;2.1(a)(i)(A) or Section&nbsp;2.1(a)(ii)(A), as applicable,
TD or the R Parties may acquire additional Voting Securities, at any time or from time to time, on
the open market, in privately negotiated transactions, by tender or exchange offer or otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.3. <U>Application of Agreement to Additional Voting Securities</U>. Any additional
Voting Securities of which TD or any R Party acquires Beneficial Ownership following the Closing
shall be subject to the restrictions and commitments contained in this Agreement as fully as if
such Voting Securities were Beneficially Owned by such Person as of the Closing (it being
understood that, in the case of TD, Ordinary Course Securities shall be subject to this Agreement
solely to the extent provided in Section&nbsp;6.2).



<P align="right" style="font-size: 10pt">&nbsp;
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<P align="right" style="font-size: 10pt">&nbsp;16



<P align="center" style="font-size: 10pt"><B>ARTICLE III</B>



<P align="center" style="font-size: 10pt"><B>TRANSFER RESTRICTIONS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.1. <U>General Transfer Restrictions</U>. The right of TD, any R Party or any of
their respective Affiliates to Transfer any Voting Securities Beneficially Owned by such Person is
subject to the restrictions set forth in this Article&nbsp;III, and no Transfer by TD, any R Party or
any of their respective Affiliates of Voting Securities Beneficially Owned by such Person may be
effected except in compliance with this Article&nbsp;III. Any attempted Transfer in violation of this
Agreement shall be of no effect and null and void, regardless of whether the purported transferee
has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement,
and shall not be recorded on the stock transfer books of the Company. No Transfer by TD or an R
Party shall be effective unless and until the Company shall have been furnished with information
reasonably satisfactory to it demonstrating that such Transfer is (x)&nbsp;in compliance with this
Article&nbsp;III and (y)&nbsp;registered under, exempt from or not subject to the provisions of Section&nbsp;5 of
the Securities Act and any other applicable securities laws.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.2. <U>Specific Transfer Restrictions</U>. Without the prior approval of the
Outside Independent Directors Committee, neither TD nor any R Party shall, nor shall they permit
any of their respective Affiliates to, Transfer any Voting Securities Beneficially Owned by such
Person; <U>provided</U> that the foregoing restriction shall not be applicable to Transfers:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) effected in order to comply with the requirements of Section&nbsp;2.1(c),
<U>provided</U> that, without the prior approval of the Outside Independent Directors
Committee, no Transferring party nor any of its Affiliates shall knowingly Transfer Voting
Securities pursuant to this paragraph (a)&nbsp;to any Person who, after consummation of such
Transfer, would have Beneficial Ownership of Voting Securities representing in the aggregate
5% or more of the Total Voting Power;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) pursuant to a firm commitment, underwritten distribution of Voting Securities to
the public, registered under the Securities Act, in which the Transferring party or parties
(and/or such party&#146;s Affiliates, if applicable) instruct the underwriters to use their
reasonable best efforts to (i)&nbsp;effect as wide a distribution of such Voting Securities as is
reasonably practicable, and (ii)&nbsp;not sell Voting Securities to any Person who after
consummation of such offering would have Beneficial Ownership of Voting Securities
representing in the aggregate 5% or more of the Total Voting Power;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) pursuant to the restrictions of Rule&nbsp;144 under the Securities Act applicable to
sales of securities by Affiliates of an issuer (regardless of whether such Transferring
party or its applicable Affiliate is deemed at such time to be an Affiliate of the Company
for purposes of Rule&nbsp;144);



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) pursuant to any sale, merger, consolidation, acquisition (including by way of
tender offer or exchange offer or share exchange), recapitalization or other business
combination involving the Company or any of its Subsidiaries pursuant to which more than 25%
of the Voting Securities or the consolidated total assets of the Company would be acquired
or received by any Person (other than the Company or its Subsidiaries) in one

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<P align="left" style="margin-left:3%; font-size: 10pt">or a series of
related transactions, <U>provided</U> that the Board has approved such transaction or
proposed transaction and recommended it to the stockholders of the Company (and has not
withdrawn such recommendation);



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) to any Person who, after consummation of such Transfer, would have Beneficial
Ownership of Voting Securities representing in the aggregate less than 5% of the Total
Voting Power;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) in the case of a Transfer by TD, to a Subsidiary of TD which executes and delivers
to the other parties hereto an agreement to be subject to, and bound by, the terms of this
Agreement to the same extent as TD (provided that TD shall remain a party to this Agreement
and shall be responsible for any breach of this Agreement by such Subsidiary); or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) in the case of a Transfer by an R Party, (i)&nbsp;to another R Party, <U>provided</U>
that the Voting Securities so Transferred become fully subject to this Agreement and provided, further, in the case of a Transfer to the Ricketts Grandchildren Trust, that such Transfer is not part of a plan to avoid the provisions of Section 4.6 with respect to the Transferring party; (ii)&nbsp;to a
trust, family partnership or limited liability company (x)&nbsp;whose beneficiaries or equity
owners, as applicable, consist of such R Party and/or such R Party&#146;s spouse and/or any
Person related by blood, marriage or adoption to such R Party or such R Party&#146;s spouse and
(y)&nbsp;that executes and delivers to the other parties hereto an agreement to be subject to,
and bound by, the terms of this Agreement to the same extent as the Transferring R Party;
(iii)&nbsp;as a bona fide gift to a child or grandchild of such R Party, <U>provided</U> that no
Transfer may be made pursuant to this paragraph (g)(iii) to any such individual if,
after giving effect to such Transfer, the aggregate number of Voting Securities Transferred
to such individual in any calendar year pursuant to this paragraph (g)(iii) exceeds $11,000
of Fair Market Value; (iv)&nbsp;to any Family Member of such R Party, so long as such Family
Member executes and delivers to the other parties hereto an agreement to be subject to, and
bound by, the terms of this Agreement to the same extent as the Transferring R Party; or (v) subject to Section 5.8(c), to TD in the Tender
Offer.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.3. <U>Legend on Securities</U>. (a)&nbsp;Each certificate representing shares of
Voting Securities Beneficially Owned by TD, any R Party, or any of their respective Affiliates and
subject to the terms of this Agreement shall bear the following legends (the &#147;<U><B>Legends</B></U>&#148;) on
the face thereof, to the extent applicable:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING,
TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN STOCKHOLDERS AGREEMENT
DATED AS OF JUNE 22, 2005, AMONG TD AMERITRADE HOLDING CORPORATION, THE STOCKHOLDERS LISTED
ON SCHEDULE A THERETO, AND THE TORONTO-DOMINION BANK, AS THE SAME MAY BE AMENDED FROM TIME
TO TIME (THE &#147;AGREEMENT&#148;), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF
TD AMERITRADE HOLDING CORPORATION.&#148;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE

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<P align="left" style="margin-left:3%; font-size: 10pt">TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE
BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Upon any acquisition by TD or any R Party of Beneficial Ownership of additional Voting
Securities, such party shall, or shall cause its applicable Affiliate who is the record owner of
such Voting Securities to, as applicable, submit the certificates representing such Voting
Securities to the Company so that the Legends (to the extent required by this Section&nbsp;3.3) may be
placed thereon (if not so endorsed upon issuance).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall make a notation on its records and/or give instructions to any transfer
agents or registrars for the Common Stock in order to implement the restrictions on Transfer set
forth in this Agreement.



<P align="center" style="font-size: 10pt"><B>ARTICLE IV</B>



<P align="center" style="font-size: 10pt"><B>CORPORATE GOVERNANCE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.1. <U>Composition of the Board</U>. (a)&nbsp;The authorized number of Directors comprising the Board shall be twelve, divided into
three classes as provided in the Restated Charter.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The persons to be nominated for election as Directors shall be designated as follows:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the R Parties shall initially have the right to designate three R Directors to be
nominated for election (each of whom shall be assigned to a different class of directors, as
designated by the R Parties), and the total number of R Directors that the R Parties are
entitled to so designate shall be subsequently adjusted from time to time pursuant to
paragraphs (c)&nbsp;and (f)&nbsp;below;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) TD shall initially have the right to designate five TD Directors to be nominated
for election (one of whom shall be a Class&nbsp;I Director, two of whom shall be Class&nbsp;II
Directors and two of whom shall be Class&nbsp;III Directors, as designated by TD), and the total
number of TD Directors that TD is entitled to so designate shall be subsequently adjusted
from time to time pursuant to paragraphs (d)&nbsp;and (g)&nbsp;below;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) the individual then serving as chief executive officer of the Company, for so
long as such individual holds such position (who shall be a Class&nbsp;I Director); and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) initially, three Outside Independent Directors designated in accordance with
Section&nbsp;4.2(a) and thereafter, a number of Outside Independent Directors equal to three <I>plus</I>
such number of additional Outside Independent Directors, if any, entitled to be designated
from time to time pursuant to paragraphs (f)&nbsp;and (g)&nbsp;below (after giving effect to any
reductions in such number of additional Outside Independent Directors required by paragraphs
(f)(iv) or (g)(iv) below), in each case designated or appointed as provided in Section&nbsp;4.2.

</DIV>
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<P align="right" style="font-size: 10pt">19

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If, as of the Ownership Date, the R Parties&#146; Ownership Percentage is not at least 20.83%,
and the number of R Directors has not already been adjusted, as of the Ownership Date, to a number
less than three pursuant to paragraph (f), then one R Director (as selected by the R Parties) shall
resign from the Board, and the resulting vacancy shall be filled by an Outside Independent Director
in accordance with Section&nbsp;4.2(c), in each case effective as of immediately prior to the following
annual meeting of stockholders of the Company. In the event that such R Director fails to deliver
his or her resignation as required pursuant to this Section&nbsp;4.1(c), the parties hereto shall take
all necessary action to cause such Director to be removed from the Board.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If, as of the Ownership Date, TD&#146;s Ownership Percentage is not at least 37.5%, and the
number of TD Directors has not already been adjusted, as of the Ownership Date, to a number less
than five pursuant to paragraph (g), then one of the TD Directors (as selected by TD) shall resign
from the Board, and the resulting vacancy shall be filled by an Outside Independent Director in
accordance with Section&nbsp;4.2(c), in each case effective as of immediately prior to the following
annual meeting of stockholders of the Company. In the event that such TD Director fails to deliver
his or her resignation as required pursuant to this Section&nbsp;4.1(d), the
parties hereto shall take all necessary action to cause such Director to be removed from the
Board.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Following the Ownership Date the number of R Directors shall be reduced only in accordance
with paragraph (f)&nbsp;below, and the number of TD Directors shall be reduced only in accordance with
paragraph (g)&nbsp;below.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) (i)&nbsp;If from time to time following the Closing, the R Parties&#146; Ownership Percentage
decreases from one R Party Ownership Level (as specified below) to another as a result of Transfers
of Voting Securities by the R Parties or any of their respective Affiliates, and the R Parties&#146;
Ownership Percentage remains, for at least 30 consecutive days, at an R Party Ownership Level such
that the number of R Directors then serving on the Board exceeds the number of R Directors set
forth opposite the R Party Ownership Level which represents the R Parties&#146; Ownership Percentage at
the end of such 30-day period, then the number of R Directors shall be reduced to the total number
set forth opposite the R Party Ownership Level which represents the R Parties&#146; Ownership Percentage
at the end of such 30-day period.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;If from time to time after the Closing, the R Parties&#146; Ownership Percentage decreases
from one R Party Ownership Level to another as a result of share issuances by the Company or other
actions or events other than Transfers of Voting Securities by the R Parties or any of their
respective Affiliates and the R Parties do not comply with paragraph (h)&nbsp;below, then if at the
applicable anniversary date as of which the R Parties failed to be in compliance with the
requirements of paragraph (h)&nbsp;the number of R Directors then serving on the Board exceeds the
number of R Directors set forth opposite the R Party Ownership Level which represents the R
Parties&#146; Ownership Percentage as of such anniversary date, then the number of R Directors shall be
reduced to the total number shown below opposite the R Party Ownership Level which represents the R
Parties&#146; Ownership Percentage as of such anniversary date.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Any reduction in the number of R Directors required by paragraphs (i)&nbsp;or (ii)&nbsp;above will
be accomplished by the resignation or removal of one or more of the R Directors


</DIV>
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<P align="right" style="font-size: 10pt">20
<P align="left" style="font-size: 10pt">(as designated by
the R Parties), effective (except as provided in Section&nbsp;6.3(a)) as of immediately prior to the
following annual meeting of stockholders of the Company (unless and to the extent that, prior to
the date of such annual meeting, the number of R Directors entitled to be designated is increased
pursuant to paragraph (iv)&nbsp;below). Any vacancy resulting from such reduction in the number of R
Directors shall be filled by an Outside Independent Director in accordance with Section&nbsp;4.2(c).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;If from time to time following the Closing and one or more reductions in the number of R
Directors pursuant to paragraphs (c), (f)(i) or (f)(ii) above, the R Parties&#146; Ownership Percentage
increases from one R Party Ownership Level to another and the R Parties&#146; Ownership Percentage
remains, for at least 30 consecutive days, at an R Party Ownership Level such that the number of R
Directors then serving on the Board is less than the number of R Directors set forth opposite the R
Party Ownership Level which represents the R Parties&#146; Ownership Percentage at the end of such
30-day period, the number of R Directors shall be increased to the total number shown below
opposite the R Party Ownership Level which represents the R Parties&#146; Ownership Percentage at the
end of such 30-day period. This increase will be accomplished by the resignation or removal of one
or more of the Outside Independent
Directors (as selected by the Outside Independent Directors Committee), and the resulting
vacancy shall be filled by an R Director designated by a majority of the remaining R Directors or
the sole remaining R Director (or, if there are no remaining R Directors, by the R Parties), in
each case effective as of immediately prior to the following annual meeting of stockholders of the
Company.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;For purposes of this Agreement, the &#147;<U><B>R Party Ownership Levels</B></U>&#148; shall be as
follows:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="90%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>R Party Ownership Level</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Total Number of R Directors</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Greater than 20.83%</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Greater than 12.50% to 20.83%</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Greater than 4.17% to 12.50%</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">4.17% or less</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) (i)&nbsp;If from time to time following the Closing, TD&#146;s Ownership Percentage decreases from
one TD Ownership Level (as specified below) to another as a result of Transfers of Voting
Securities by TD or any of its Affiliates, and TD&#146;s Ownership Percentage remains, for at least 30
consecutive days, at a TD Ownership Level such that the number of TD Directors then serving on the
Board exceeds the number of TD Directors set forth opposite the TD Ownership Level which represents
TD&#146;s Ownership Percentage at the end of such 30-day period, then the number of TD Directors shall
be reduced to the total number set forth opposite the TD Ownership Level which represents TD&#146;s
Ownership Percentage at the end of such 30-day period.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;If from time to time after the Closing, TD&#146;s Ownership Percentage decreases from one TD
Ownership Level to another as a result of share issuances by the Company or other actions or events
other than Transfers of Voting Securities by TD or any of its Affiliates and TD does not comply
with paragraph (h)&nbsp;below, then if at the applicable anniversary date as of which TD failed to be in
compliance with the requirements of paragraph (h)&nbsp;the number of TD Directors then serving on the
Board exceeds the number of TD Directors


</DIV>
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<P align="right" style="font-size: 10pt">21
<P align="left" style="font-size: 10pt">set forth opposite the TD Ownership Level which represents
TD&#146;s Ownership Percentage as of such anniversary date, then the number of TD Directors shall be
reduced to the total number shown below opposite the TD Ownership Level which represents TD&#146;s
Ownership Percentage as of such anniversary date.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Any reduction in the number of TD Directors required by paragraphs (i)&nbsp;or (ii)&nbsp;above
will be accomplished by the resignation or removal of one or more of the TD Directors (as
designated by TD), effective (except as provided in Section&nbsp;6.3(c)) as of immediately prior to the
following annual meeting of stockholders of the Company (unless and to the extent that, prior to
the date of such annual meeting, the number of TD Directors entitled to be designated is increased
pursuant to paragraph (iv)&nbsp;below). Any vacancy resulting from such reduction in the number of TD
Directors shall be filled by an Outside Independent Director in accordance with Section&nbsp;4.2(c).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;If from time to time following the Closing and one or more reductions in the number of TD
Directors pursuant to paragraphs (d), (g)(i) or (g)(ii) above, TD&#146;s Ownership Percentage increases
from one TD Ownership Level to another and TD&#146;s Ownership Percentage
remains, for at least 30 consecutive days, at a TD Ownership Level such that the number of TD
Directors then serving on the Board is less than the number of TD Directors set forth opposite the
TD Ownership Level which represents TD&#146;s Ownership Percentage at the end of such 30-day period, the
number of TD Directors shall be increased to the total number shown below opposite the TD Ownership
Level which represents TD&#146;s Ownership Percentage at the end of such 30-day period. This increase
will be accomplished by the resignation or removal of one or more of the Outside Independent
Directors (as selected by the Outside Independent Directors Committee), and the resulting vacancy
shall be filled by a TD Director designated by a majority of the remaining TD Directors or the sole
remaining TD Director (or, if there are no remaining TD Directors, by TD), in each case effective
as of immediately prior to the following annual meeting of stockholders of the Company.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;For purposes of this Agreement, the &#147;<U><B>TD Ownership Levels</B></U>&#148; shall be as follows:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="90%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>TD Ownership Level</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Total Number of TD Directors</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Greater than 37.5%</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Greater than 29.17% to 37.5%</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Greater than 20.83% to 29.17%</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Greater than 12.50% to 20.83%</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Greater than 4.17% to 12.50%</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">4.17% or less</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;In order to avoid a reduction in the number of R Directors pursuant to paragraph (f)(ii)
above or the number of TD Directors pursuant to paragraph (g)(ii) above, following a reduction from
one R Party Ownership Level or TD Ownership Level, as applicable, to another, the R Parties or TD
must comply with the following requirements:


</DIV>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;prior to the first anniversary of the most recent Measurement Date, such party must attain
an Ownership Percentage representing an increase in such party&#146;s Ownership Percentage of at least
33.3% of the Shortfall Amount as of such Measurement Date;



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;prior to the second anniversary of the most recent Measurement Date, such party must
attain an Ownership Percentage representing an increase in such party&#146;s Ownership Percentage of at
least 66.7% of the Shortfall Amount as of such Measurement Date; and



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;prior to the third anniversary of the most recent Measurement Date, such party must
reacquire Beneficial Ownership of Voting Securities representing at least 100% of the Shortfall
Amount as of such Measurement Date.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;No party shall designate a director who (i)&nbsp;has been removed for cause from the Board, or
(ii)&nbsp;has ever been convicted of a felony, or (iii)&nbsp;is or, within ten years prior to the date of
designation, has been subject to any permanent injunction for violation of any federal or state
securities law.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.2. <U>Selection of Outside Independent Directors</U>. (a)&nbsp;The initial Outside
Independent Directors shall be selected, prior to the filing date of the SEC Proxy Statement (as
defined in the Share Purchase Agreement), by Dan W. Cook III, Michael D. Fleisher, Glenn H.
Hutchins, C. Kevin Landry and Mark L. Mitchell, from among their number (or, if fewer than three of
such five eligible Directors are willing to be designated as Initial Designees, then such five
eligible Directors shall select, subject to the consent of each of TD and JR, such consent not to
be unreasonably withheld, another individual (an &#147;<U><B>Alternate Designee</B></U>&#148;), who must qualify
both as an Outside Independent Director and as an Audit Qualified Director to be designated as an
Outside Independent Director (the Directors and/or Alternate Designees so selected, the
&#147;<U><B>Initial Designees</B></U>&#148;) (each of whom shall be assigned to a different class of Directors, as
they shall mutually agree among themselves prior to the Closing Date); <U>provided</U>,
<U>however</U>, that if prior to the Closing, any Initial Designee ceases to be a Director (or, in
the case of an Alternate Designee, elects not to serve as an Outside Independent Director), then
the remaining Initial Designees shall select another qualifying Director (or, if no other
qualifying Director is willing to serve, an Alternate Designee) to serve as an initial Outside
Independent Director, subject to the consent of each of TD and JR, such consent not to be
unreasonably withheld. Following any such selection of and consent to a replacement designee in
accordance with the preceding sentence, such individual shall thereafter be deemed to be an Initial
Designee. If any replacement of an Initial Designee is required pursuant to this Section&nbsp;4.2(a),
any replacement designee must qualify both as an Outside Independent Director and as an Audit
Qualified Director.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;With respect to each annual or special meeting of the stockholders of the Company at which
one or more Outside Independent Directors are to be elected, the Outside Independent Directors
Committee shall have sole authority on behalf of the Board to nominate, in accordance with the
requirements of paragraph (d)&nbsp;below, candidates for election to such office as Outside Independent
Directors by the stockholders of the Company.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) (i)&nbsp;Any vacancy, whether resulting from the resignation, retirement, removal from office
or other cause, of an Outside Independent Director, (ii)&nbsp;any vacancy resulting from the resignation
or removal of an R Director pursuant to Sections&nbsp;4.1(c), 4.1(f) or 6.3(a) and (iii)&nbsp;any vacancy
resulting from the resignation or removal of a TD Director pursuant to Sections&nbsp;4.1(d) or 4.1(g),
shall in each such case be filled by the Outside Independent Directors Committee, in accordance
with the requirements of paragraph (d)&nbsp;below and subject to Sections&nbsp;4.1(f)(iv) and 4.1(g)(iv).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Whenever the Outside Independent Directors Committee is authorized to nominate or appoint
an Outside Independent Director pursuant to this Section&nbsp;4.2, such committee shall prepare, and
provide to TD and the R Parties, a list of candidates for such position. Within ten Business Days
of their receipt of such list, each of TD and the R Parties shall notify the Outside Independent
Directors Committee of any candidates included on such list which such party rejects from
consideration for such Outside Independent Director position, <U>provided</U> that neither TD nor
the R Parties may reject candidates without a reasonable basis for doing so. Failure by either TD
or the R Parties to so notify the Outside Independent Directors Committee of rejected candidates
within such ten Business Day period shall be deemed to be an
approval by such party of all candidates included in the list provided to such party. The
Outside Independent Directors Committee shall then nominate or appoint for each such available
Outside Independent Director position a candidate included on the list provided to TD and the R
Parties and not rejected by either TD or the R Parties. In exercising its right to nominate and
appoint Outside Independent Directors, the Outside Independent Directors Committee shall take all
action available to it to ensure that, at all times, at least three Outside Independent Directors
qualify as Audit Qualified Directors.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.3. <U>Vacancies Among R Directors and TD Directors</U>. (a)&nbsp;Any vacancy, whether
resulting from the resignation, retirement, removal from office or other cause, of an R Director
(other than pursuant to Sections&nbsp;4.1(f) or 6.3(a)) shall be filled with a replacement R Director
designated by a majority of the remaining R Directors or the sole remaining R Director (or, if
there are no remaining R Directors, by the R Parties).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Any vacancy, whether resulting from the resignation, retirement, removal from office or
other cause, of a TD Director (other than pursuant to Section&nbsp;4.1(g)) shall be filled with a
replacement TD Director designated by a majority of the remaining TD Directors or the sole
remaining TD Director (or, if there are no remaining TD Directors, by TD).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.4. <U>Committees</U>. (a)&nbsp;The Company shall, to the extent permitted by
applicable laws, rules and regulations (including any requirements under the Exchange Act or the
rules of the Nasdaq National Marketplace or any other applicable securities exchange or automated
inter-dealer quotation system on which the Common Stock is then listed or quoted), cause each
committee of the Board (other than the Outside Independent Directors Committee and the Non-TD
Directors Committee) to initially consist of two TD Directors, one R Director and two Outside
Independent Directors. If from time to time following the Closing, TD&#146;s Ownership Percentage
decreases to, and remains for at least 30 consecutive days, less than thirty percent (30%), then
the number of TD Directors on each such committee of the Board shall decrease to one (1). If from
time to time following the Closing, TD&#146;s or the R Parties&#146; Ownership Percentage decreases to, and
remains for at least 30 consecutive days, less than ten


</DIV>
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<P align="right" style="font-size: 10pt">24
<P align="left" style="font-size: 10pt">percent (10%), then the number of TD
Directors or R Directors, as the case may be, on each such committee of the Board shall decrease to
zero (0). Any reduction in the number of TD Directors or R Directors on any committee pursuant to
this paragraph will be accomplished by the immediate resignation or removal of one or more of the
TD Directors or R Directors, as the case may be, from such committee. Any vacancy resulting from
such reduction shall be filled by an Outside Independent Director designated by the Board. If from
time to time following the Closing and one or more reductions in the number of TD Directors or R
Directors on any committee pursuant to this paragraph, TD&#146;s or the R Parties&#146; Ownership Percentage,
as the case may be, remains, for at least 30 consecutive days, at an Ownership Percentage such that
such reduction would not have taken place, then at the end of such thirty-day period an Outside
Independent Director shall immediately resign or be removed from such committee (as selected by the
Outside Independent Directors Committee) and the resulting vacancy shall be filled by a TD Director
(designated by the TD Directors) or a R Director (designated by the R directors), as the case may
be.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Notwithstanding the provisions of paragraph (a), no TD Director or R Director, as
applicable, shall be entitled to serve on any <I>ad hoc</I>, special or similar committee established by
the Board to consider a matter with respect to which the Outside Independent Directors Committee
has determined, following consultation with counsel to the Company, that TD or the R Parties (or
such particular TD Director or R Director), as applicable, has an interest such that the
participation by any TD Director or R Director (or such particular TD Director or R Director), as
applicable, on such committee would compromise the independence of such committee or otherwise
materially impair the functioning of such committee.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.5. <U>Agreement to Vote</U>. (a)&nbsp;Each of the R Parties and TD shall vote, or
cause to be voted, or execute written consents with respect to, all the shares of Common Stock that
it Beneficially Owns (and which are entitled to vote on such matter) in favor of the election or
removal of each candidate designated or nominated for election pursuant to this Article&nbsp;IV or
designated for removal pursuant to this Article&nbsp;IV or Section&nbsp;6.3(a);



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;None of the R Parties or TD shall (i)&nbsp;nominate or designate, (ii)&nbsp;vote for, or (iii)&nbsp;make,
or in any way participate, directly or indirectly, in, any &#147;solicitation&#148; of &#147;proxies&#148; to vote (as
such terms are used in the rules of the Commission) or seek to advise or influence any Person with
respect to the voting of, any Voting Securities in respect of the election of, any candidate for
election or appointment as a Director except as provided in Sections&nbsp;4.1 or 4.3;



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Each of the R Parties and TD shall vote, or cause to be voted, or execute written consents
with respect to, all the shares of Common Stock that it Beneficially Owns (and which are entitled
to vote on such matter), and shall take all other necessary or desirable actions within its control
(including calling a meeting of stockholders of the Company, attending all meetings in person or by
proxy for purposes of obtaining a quorum, voting to remove Directors not designated in accordance
with the provisions of this Agreement and executing all written consents in lieu of meetings, as
applicable), to effectuate the provisions of this Article&nbsp;IV and Section&nbsp;6.3(a);



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;None of the R Parties or TD shall vote, or permit the voting of, or execute written
consents with respect to, shares of Common Stock Beneficially Owned by such Person in


</DIV>
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<P align="right" style="font-size: 10pt">25
<P align="left" style="font-size: 10pt">favor of the
removal of a Director nominated or designated in accordance with this Article&nbsp;IV, in each case
other than for cause or if such Director is designated for removal pursuant to this Article&nbsp;IV or
Section&nbsp;6.3(a);



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;If, for any reason, any Director nominee nominated or designated in accordance with this
Article&nbsp;IV is not elected to the Board, the R Parties and TD will call a special meeting or act by
written consent to vote for the removal of the Director not so nominated or designated in
accordance with this Article&nbsp;IV and to vote for the election to the Board of the nominee so
nominated or designated; and



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Company, subject to the Board&#146;s fiduciary duties, shall take all necessary and
desirable actions within its control (including calling special meetings of the Board and
stockholders) to effectuate the provisions of this Article&nbsp;IV. Without limiting the
foregoing, the Company shall use its reasonable best efforts, in connection with each annual
or special meeting of stockholders held to elect Directors and with respect to any action by
written consent to elect Directors, to solicit from its stockholders eligible to vote for the
election of Directors proxies or consents in favor of the election of each candidate nominated for
election as a Director in accordance with this Article&nbsp;IV, and against the election of any
candidate not so nominated in accordance with this Article&nbsp;IV.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.6. <U>Proxies</U>. (a)&nbsp;Each R Party
(other than the Ricketts Grandchildren Trust) hereby irrevocably appoints as its proxy and
attorney-in-fact, Ellen Koplow, in her capacity as the General Counsel of the Company, and any
individual who shall hereafter succeed to such office at the Company, with full power of
substitution, to vote or execute written consents with respect to all Voting Securities
Beneficially Owned by such R Party in accordance with Sections&nbsp;4.5, 5.7 and 6.3(a),
<U>provided</U> that such proxy may only be exercised if such R Party fails to comply with the
terms of Sections&nbsp;4.5, 5.7 or 6.3(a). This proxy is coupled with an interest and shall be
irrevocable prior to the termination of this Agreement with respect to such R Party, and each R
Party will take such further action or execute such other instruments as may be necessary to
effectuate the intent of this proxy and hereby revokes any proxy previously granted by such R Party
with respect to any Voting Securities Beneficially Owned by such R Party.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;TD hereby irrevocably appoints as its proxy and attorney-in-fact, Ellen Koplow, in her
capacity as the General Counsel of the Company, and any individual who shall hereafter succeed to
such office of the Company, with full power of substitution, to vote or execute written consents
with respect to all Voting Securities Beneficially Owned by TD in accordance with Sections&nbsp;4.5, 5.7
and 6.3(a), <U>provided</U> that such proxy may only be exercised if TD fails to comply with the
terms of Sections&nbsp;4.5, 5.7 or 6.3(a). This proxy is coupled with an interest and shall be
irrevocable prior to the earlier to occur of an R Party Termination Event and termination of this
Agreement with respect to TD, and TD will take such further action or execute such other
instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy
previously granted by TD with respect to any Voting Securities Beneficially Owned by it.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.7. <U>Notice of Initial R Directors and TD Directors</U>. The R Parties and TD
shall each provide written notice to the other and to the Company, not less than 5&nbsp;days prior to
the expected filing date of the SEC Proxy Statement (as defined in the Share Purchase


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<P align="right" style="font-size: 10pt">26
<P align="left" style="font-size: 10pt">Agreement) of
the individuals who shall be designated as the initial three R Directors and five TD Directors
pursuant to Section&nbsp;5.13 of the Share Purchase Agreement; <U>provided</U>, <U>however</U>, that
if either the R Parties or TD have not selected their respective nominees by such date, then
notwithstanding the foregoing, the R Parties or TD, as the case may be, shall instead provide such
notice at least 5&nbsp;days prior to the expected date of the Closing (or, if such period of notice is
not practicable under the circumstances because an individual who has been so designated is no
longer available for such service, such prior notice as is practicable).



<P align="center" style="font-size: 10pt"><B>ARTICLE V</B>



<P align="center" style="font-size: 10pt"><B>OTHER COVENANTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.1. <U>Information Rights</U>. (a)&nbsp;The Company shall provide TD, on an ongoing and
confidential basis, such access to and information with respect to the Company&#146;s and its
Subsidiaries&#146; businesses, operations, plans and prospects as TD may from time to time reasonably
determine it requires in order to appropriately manage and evaluate its investment in the Company
and to comply with its obligations under United States and Canadian securities and tax laws,
including, to the extent applicable, Rule&nbsp;13a-15 under the Exchange Act.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Without limiting the generality of the foregoing, following the end of each fiscal quarter
and fiscal year of the Company, the Company shall furnish to TD the consolidated and consolidating
financial statements of the Company promptly after such statements are prepared (including
providing draft statements as such statements become available and, with respect to fiscal years,
audit reports as such reports become available), together with such supporting detailed information
as TD may reasonably request to enable it to prepare its own consolidated financial statements. In
addition, the Company shall furnish to TD, promptly after the end of each calendar month, copies of
such internal management financial reports regarding the Company&#146;s financial results and operations
as are regularly prepared by the Company. The Company shall also furnish to TD any other
information reasonably requested by TD in respect of the Company and its Subsidiaries that, in TD&#146;s
reasonable opinion, is required to enable TD or any of its Subsidiaries to (i)&nbsp;compute any tax
surplus account, (ii)&nbsp;determine the status of the Company or its Subsidiaries as &#147;foreign
investment entities&#148; for purposes of Canadian taxation or any other determination affecting the
taxation of TD&#146;s investment in the Company, or (iii)&nbsp;complete and file on a timely basis any tax
return, including any return, report, declaration, election, notice, filing, information return or
statement, with any Governmental Authority.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company will, and will cause each of its Subsidiaries to, make available to
representatives of the Office of the Superintendent of Financial Institutions (Canada) and any
other regulatory agencies with authority over TD or any of its Subsidiaries, such of its books,
records and personnel, and provide access to such of its offices and other facilities, as such
representatives may from time to time request, and will comply promptly and fully with any request
for information that such representatives may make from time to time.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;TD shall keep all non-public information obtained under this Section&nbsp;5.1 confidential and
shall not disclose any of such information in any manner whatsoever other than as may be required
by applicable law, including the rules of any securities exchange on which


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<P align="left" style="font-size: 10pt">TD&#146;s securities may be
listed and as may be necessary in connection with the public disclosure of TD&#146;s consolidated
financial statements and operating results.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;TD shall promptly provide to the Company any information regarding TD and its Subsidiaries
that is reasonably required for the Company to comply with applicable laws, including the rules of
any national securities exchange or inter-dealer quotation system by which the Company&#146;s securities
may be listed or quoted.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;This Section&nbsp;5.1 shall terminate upon the first date that TD no longer Beneficially Owns
Voting Securities representing at least 15% of the Total Voting Power.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.2. <U>Trade Name</U>. The Company and its Subsidiaries shall use the trade name
&#147;TD Ameritrade&#148; as their brand and marketing name pursuant to the terms of the Trademark License
Agreement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.3. <U>Obligation of the Company to Repurchase Shares</U>. If, at any time after
the Closing, the Company shall issue shares of Common Stock (i)&nbsp;upon exercise of any option,
warrant, stock appreciation right or other similar instrument granted to its Directors, officers,
employees, consultants or others, or (ii)&nbsp;in the form of restricted shares or similar instruments,
in either case pursuant to any compensation, retention, incentive or similar program or arrangement
in effect from time to time, then the Company shall, unless prohibited by law, and subject to the
receipt of any required regulatory approval, use all reasonable efforts to repurchase a
corresponding number of shares of Common Stock in the open market within 120&nbsp;days after any such
issuance so that the net total number of outstanding shares of Common Stock is not increased by
such issuance, <U>provided</U> that the Company shall have no repurchase obligation under this
Section&nbsp;5.3 in the event that the aggregate number of shares of Common Stock subject hereto,
together with any prior issuances contemplated by this Section&nbsp;5.3 with respect to which the
Company has not yet effected repurchases hereunder, do not exceed 2,000,000. The Company shall
also be permitted to meet its obligations hereunder by means of an ongoing regular stock repurchase
plan (including a plan implemented under Rule&nbsp;10b-18 or Rule&nbsp;10b5-1 under the Exchange Act), in
which case offsetting repurchases may occur prior to or following the related issuance of Common
Stock hereunder.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.4. <U>Non-Competition</U>. (a)&nbsp;Neither JR (for so long as he is serving as a
Director) nor TD, nor any of their respective Affiliates, shall directly or indirectly engage in,
affirmatively assist or induce any other Person to engage in, acquire Beneficial Ownership of any
equity interest in any Person engaged in, or serve (or designate any individual to serve) as a
director or executive officer of any Person engaged in, the Business in (x)&nbsp;the United States
(either through facilities and operations in the United States or by other channels or media
directed toward U.S. residents (and not as an incident to the conduct of business outside the U.S.
and/or with non-U.S. residents)) or (y)&nbsp;solely in the case of JR or any of his Affiliates, Canada
(either through facilities and operations in Canada or by other channels or media directed toward
Canadian residents (and not as an incident to the conduct of business outside Canada and/or with
non-Canadian residents)), except in each case (i)&nbsp;through their respective ownership of Capital
Stock of, or service as an officer, director or employee of, the Company or its Subsidiaries, or
(ii)&nbsp;solely in the case of TD or its Affiliates, pursuant to an Incidental Acquisition in
connection with which TD or such Affiliate complies with this Section&nbsp;5.4. Notwithstanding the
foregoing,


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<P align="left" style="font-size: 10pt">nothing in this Section&nbsp;5.4 shall prevent JR, TD or any of their respective Affiliates
from Beneficially Owning a passive investment representing less than 2% of any class of equity
securities of any Person that is engaged in the Business in (x)&nbsp;the United States or (y)&nbsp;solely in
the case of JR or any of his Affiliates, Canada, <U>provided</U>, in each case, that such class of
equity securities is traded on a
national securities exchange in the United States or the Toronto Stock Exchange or quoted on
the Nasdaq National Market. In addition, nothing in this Section&nbsp;5.4 shall prohibit or restrict TD
or its Affiliates from engaging in the following activities in the ordinary course of their banking
and securities businesses, as now or hereafter conducted, whether or not the relevant issuer,
borrower, counterparty, lessee, trustee or other Person engages in the Business in the United
States:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) securities underwriting, placement, dealing, investment banking, financial
structuring, securitization or syndication;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) acquiring Beneficial Ownership of any equity interest in any Person pursuant to
normal course broker/dealer activity;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) originating, arranging, purchasing, selling or dealing in secured or unsecured
loans, conditional sales agreements, capital and other leases, debt instruments, or any
participation interests in any of the foregoing and any liquidity, credit enhancement or
hedging facilities related to any of the foregoing or to any of the activities covered in
paragraph (i)&nbsp;above;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) investments made by hedge funds, investment funds and similar pooled investment
vehicles in which TD or its Affiliates participate as a limited partner or as a member of a
limited liability company and in any such case do not control the management of such entity;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) actions taken to secure or collect debts or other obligations previously contracted
by TD or its Affiliates in the ordinary course of their business (including any foreclosure,
realization, repossession, liquidation or management of any securities or other collateral
pursuant thereto);



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) full-service brokerage operations conducted by Toronto-Dominion Holdings (USA)
Inc. and its Subsidiaries, to the extent that such services are provided solely in support
of and as a complement to (and not operated separately from) Toronto-Dominion Holdings (USA)
Inc.&#146;s and its Subsidiaries&#146; other investment banking and broker-dealer businesses, but in
all cases excluding the provision of securities brokerage services to retail investors and
investment advisors which services are offered primarily through the internet or other
on-line media;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii) securities brokerage activities, including offering and selling shares of open
and closed end mutual funds (including exchange traded funds, but in all cases excluding the
provision of securities brokerage services to retail investors and investment advisors which
services are offered primarily through the internet or other on-line media), conducted or
carried on by (x)&nbsp;TD Banknorth Inc., (y)&nbsp;any insured depository institution (as such term is
defined in 12 U.S.C. &#167; 1813(c)(2) or any successor provision) or holding

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<P align="left" style="margin-left:3%; font-size: 10pt">company thereof of
which TD Banknorth Inc. or TD acquires control (as such term is defined in 12 U.S.C. &#167;
1841(a)(2) or any successor provision) or (z)&nbsp;any of the respective Subsidiaries of the
entities described in the preceding clauses (x)&nbsp;and (y); and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii) purchasing, holding, selling or otherwise dealing in securities of other Persons
in the various capacities listed in the definition of &#147;Ordinary Course Securities&#148; set forth
in this Agreement (other than the brokerage capacities listed in such definition, to the
extent any such activity would constitute engaging in the Business).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If TD or any of its Affiliates completes an Incidental Acquisition, the following
procedures shall apply:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) TD or its applicable Affiliate shall, as promptly as practicable but in any event
within three months of the date of completion of such Incidental Acquisition, offer to
contribute the acquired Competing Entity to the Company in exchange for an aggregate number
of shares of Common Stock and/or an amount in cash equal to the Appraised Value, determined
as of the date of consummation of such Incidental Acquisition. The determination of the
form of consideration payable to TD in connection with any such contribution shall be made
by the Non-TD Directors Committee, <U>provided</U> that such consideration must be paid in
cash to the extent that payment in Common Stock would result in TD Beneficially Owning
Voting Securities representing more than the TD Ownership Limitation Percentage. Within one
month after receipt of TD&#146;s offer to contribute the acquired Competing Entity, an Appraiser
or Appraisers shall be selected in accordance with the procedures set forth in paragraph (v)
below.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) During the three-month period following the determination of the Appraised Value
of the acquired Competing Entity, the Non-TD Directors Committee shall determine whether or
not to cause the Company to purchase the acquired Competing Entity for the consideration set
forth above. If the Non-TD Directors Committee determines that the Company shall purchase
the acquired Competing Entity, the Company and TD shall cooperate and use their reasonable
best efforts to cause the purchase to be consummated as promptly as practicable thereafter.
In the event that the Non-TD Directors Committee determines that the Company shall not
purchase the acquired Competing Entity, or in the event that the purchase of the acquired
Competing Entity is not consummated by the Company for any reason within one year after the
date on which the Non-TD Directors Committee determined that the Company shall purchase the
acquired Competing Entity (including failure to obtain the necessary regulatory approvals),
then TD shall use its commercially reasonable efforts to dispose of the acquired Competing
Entity, or of such assets (including stock of Subsidiaries) of such Competing Entity as
would cause it to cease to constitute a Competing Entity, within two years of the date on
which the Non-TD Directors Committee determined that the Company shall not purchase the
acquired Competing Entity or the date on which the proposed purchase of the acquired
Competing Entity by the Company was terminated or abandoned, as applicable. During such
two-year period, TD may hold and operate the acquired Competing Entity either separately or
combined with other TD operations.

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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) If during the two-year period referred to in paragraph (ii)&nbsp;above TD is not able
to dispose of, or enter into a binding definitive agreement to dispose of, such acquired
Competing Entity for a purchase price equal to 90% or more of its Appraised Value determined
pursuant to paragraph (v)&nbsp;below despite TD&#146;s exercise of commercially reasonable efforts to
effect such a disposition, then TD or such Affiliate may thereafter
elect to either dispose of such Competing Entity or operate such Competing Entity
independently of the Company and without restriction on its business or operations, except
TD shall again comply with this Section&nbsp;5.4 with respect to any subsequent Incidental
Acquisition effected by TD or its Affiliates either directly or through such previously
acquired Competing Entity.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) The number of shares of Common Stock issuable to TD or its Affiliates in exchange
for any contribution of a Competing Entity pursuant to this Section&nbsp;5.4 shall be determined
based on the Fair Market Value of the Common Stock using the date of completion of such
contribution as the determination date therefor.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) All determinations of the Appraised Value of a Competing Entity shall be determined
as follows:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) The Non-TD Directors Committee shall select an Independent Investment
Banking Firm to act as the Appraiser, subject to TD&#146;s approval, which shall not be
unreasonably withheld or delayed. The fees and expenses of such Independent
Investment Banking Firm shall be shared equally by TD and the Company. The Company
will instruct the Appraiser to complete the valuation as quickly as possible, but in
any event within 20 Business Days of its engagement, to conform its valuation to the
definition of &#147;Appraised Value&#148; set forth in this Agreement, and to state the
Appraised Value as a number and not a range. The valuation of such Independent
Investment Banking Firm shall be binding upon TD and the Company.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) If TD and the Non-TD Directors Committee do not mutually agree upon an
Independent Investment Banking Firm within 10 Business Days after receipt of TD&#146;s
offer to contribute the acquired Competing Entity, then within 5 Business Days of
such 10th Business Day, each of TD and the Company shall engage its own Independent
Investment Banking Firm to perform a valuation as an Appraiser. Each of TD and the
Company will instruct its Appraiser to complete the valuation as quickly as
possible, but in any event within 20 Business Days of its engagement, to conform its
valuation to the definition of &#147;Appraised Value&#148; set forth in this Agreement, and to
state the Appraised Value as a number and not a range. Each of TD and the Company
will, after receipt of TD&#146;s offer to contribute the acquired Competing Entity, pay
the fees and expenses of the Appraiser engaged by such party. If the lower
Appraised Value determined by one of such Independent Investment Banking Firms is no
more than 15% lower than the Appraised Value determined by the other Independent
Investment Banking Firm, then the Appraised Value shall be deemed to be the average
of the two Appraised Values. If the lower Appraised Value is more than 15% lower
than the higher Appraised Value, then within 5 Business Days of the date that the

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<P align="left" style="margin-left:6%; font-size: 10pt">second of the two Appraised Values was determined, the two Independent Investment
Banking Firms will select, and TD and the Company will jointly engage, a third
Independent Investment Banking Firm. The third Independent Investment Banking Firm
will be instructed by TD and the Company to complete its valuation within 15
Business Days of the date of its engagement, to determine
the valuation in accordance with the definition of &#147;Appraised Value&#148; set forth
in this Agreement, and to state the Appraised Value as a number and not a range.
The Appraised Value will then be the average of the two Appraised Values that are
closest together, with the third Appraised Value being disregarded. The fees and
expenses of any Independent Investment Banking Firm engaged jointly by TD and the
Company shall be shared by TD and the Company equally. The Appraised Value as
determined pursuant to the foregoing procedures shall be binding on TD and the
Company for all purposes of this Agreement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) Any action required to be taken by the Company pursuant to this Section&nbsp;5.4(b)
shall be taken by the Non-TD Directors Committee.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Neither the Company nor any of its Affiliates shall, directly or indirectly, engage in,
affirmatively assist or induce any other Person to engage in, acquire Beneficial Ownership of any
equity interest (except for securities held for the account of or for sale to customers of the
Company or any of its Affiliates in the ordinary course of business) in any Person engaged in, or
serve (or designate any individual to serve) as a director or executive officer of any Person
engaged in, the Business in Canada (either through facilities and operations in Canada or by other
channels or media directed toward Canadian residents (and not as an incident to the conduct of
business outside Canada and/or with non-Canadian residents)); provided that the foregoing shall not
prevent the Company or any of its Affiliates from holding a passive investment representing less
than 2% of any class of equity securities of any Person that is engaged in the Business in Canada,
<U>provided</U> that such class of equity securities is traded on a national securities exchange
in the United States or the Toronto Stock Exchange or quoted on the Nasdaq National Market.
Neither the Company nor any of its Affiliates shall, directly or indirectly, hold or acquire
control of (as such term is defined in 12 U.S.C. &#167; 1841(a)(2) or
any successor provision) any
insured depository institution (as such term is defined in 12 U.S.C. &#167; 1813(c)(2) or any successor
provision), except (i) as a result of a business combination transaction approved by the Board and
involving a Person not more than 75% of whose consolidated revenues for its most recently completed
fiscal year were generated by one or more insured depository institutions or (ii) in the event that TD does
not hold control of (as such term is defined in 12 U.S.C. &#167;
1841(a)(2) or any successor provision) any insured depository
institution (as such term is defined in 12 U.S.C. &#167; 1813(c)(2)
or any successor provision) which is able to offer money market
deposit accounts to customers of the Company's principal
broker-dealer Subsidiaries as a designated sweep vehicle, or TD has
indicated that it is not willing to offer such accounts to such
customers through one or more of such controlled insured depository
institutions.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.5. <U>Non-Audit Services</U>. For so long as TD and the Company constitute the
same &#147;audit client&#148; under Rule&nbsp;2-01(f)(6) (or any successor rule) of Regulation&nbsp;S-X (as concurred
in by the auditors of both TD and the Company), (i)&nbsp;TD shall not engage the auditor of the Company
to provide any Non-Audit Services to TD or any Person that would be treated as the same &#147;audit
client&#148; as the Company and (ii)&nbsp;the Company shall not engage the auditor or auditors of TD to
provide any Non-Audit Services to the Company or any Person that would be treated as the same
&#147;audit client&#148; as TD.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.6. <U>Parallel Discussions</U>. If the Company receives a bona fide inquiry or
proposal from a Third Party (whether written or oral) that constitutes or could reasonably be


</DIV>
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<P align="left" style="font-size: 10pt">expected to result in a Takeover Proposal, the Company shall promptly, and in any event within two
Business Days, deliver
written notice to TD to such effect, which notice shall, to the extent known by the Company,
set forth the percentage of Total Voting Power or assets that the Third Party is seeking to acquire
as well as the material terms of such proposal and the identity of the Third Party making such
inquiry or proposal, and the Company shall thereafter use all reasonable efforts to keep TD
apprised of any related developments, discussions and negotiations (including the terms and
conditions of any agreements being negotiated with such Third Party) on a current basis (but in no
event more than 48 hours after the occurrence of such developments, discussions or negotiations).
In addition to the foregoing obligations of the Company, if the Company or any of its
representatives engage in, or the Board authorizes the Company or any of its representatives to
engage in, discussions or negotiations with a Third Party regarding, or that are intended to or
could reasonably be expected to result in, a Takeover Proposal, the Company must offer to
participate in, and if requested by TD participate in, parallel discussions with TD, and consider
proposals from TD with respect to a transaction of the same type, which discussions shall be held
and which proposals shall be considered on terms, and subject to procedures, no more restrictive
toward TD than those imposed on such Third Party.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.7. <U>Restated Charter and Bylaws to be Consistent; Defensive Measures</U>. The
Company shall take or cause to be taken all lawful action necessary or appropriate to ensure that
at all times the Restated Charter and the Bylaws and the corresponding constituent documents of the
Company&#146;s Subsidiaries contain provisions consistent with the terms of this Agreement and do not
contain any provisions inconsistent therewith or which would in any way nullify or impair the terms
of this Agreement or the rights provided hereunder to any of the parties hereto, and the parties
hereto agree to vote (or refrain from voting), or execute (or refrain from executing) written
consents with respect to, all Voting Securities Beneficially Owned by them in such manner as to
effectuate the foregoing. None of the Company, the Board, any committee thereof, TD or any of the
R Parties shall take or cause to be taken any action inconsistent with the terms of this Agreement
or the rights provided hereunder to any of the parties hereto.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.8. <U>Tender Offer</U> (a)&nbsp;TD (and JR, if he participates as a co-bidder) shall
commence or cause to be commenced the Tender Offer promptly following the Closing Date. Pursuant to
the Tender Offer, TD (and JR, if he participates as a co-bidder) will offer cash consideration of
not less than $16.00 per share of Common Stock (subject to adjustment from time to time for any
stock dividend paid in respect of, or any subdivision, split, combination or reclassification
effected with respect to, the Common Stock after the date hereof). Each of TD or JR, at their
respective election, may make the Tender Offer through a wholly-owned Subsidiary of such Person.
Subject to paragraph (d)&nbsp;below, the Tender Offer shall be made at a price (subject to the minimum
per share price specified above), and subject to such conditions and other terms, as TD (and JR, if
he participates as a co-bidder) shall determine, but shall not be subject to any minimum number of
shares which must be tendered as a condition to completion of the Tender Offer. In connection with
the Tender Offer, (x)&nbsp;TD or its permitted designee shall offer to acquire the number of shares
constituting the lesser of (A)&nbsp;8% of the outstanding shares of Common Stock and (B)&nbsp;the number of
shares that would result in TD Beneficially Owning Voting Securities representing 39.9% of the
outstanding shares of Common Stock, in each case
measured as of the date that is two Business Days prior to the commencement (as such term is
defined in Rule&nbsp;14d-2 under the Exchange Act) of the Tender Offer (the lesser of (A)&nbsp;and (B),


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<P align="left" style="font-size: 10pt">the
&#147;<U><B>TD Tender Amount</B></U>&#148;) and (ii)&nbsp;JR (if he participates as a co-bidder) or his permitted
designee may offer to acquire up to the number of shares that would result in the R Parties
Beneficially Owning Voting Securities representing 29% of the outstanding shares of Common Stock,
measured as of the date that is two Business Days prior to the commencement of the Tender Offer
(the &#147;<U><B>R Party Tender Amount</B></U>&#148;), subject in all cases to the restrictions contained in
Section&nbsp;2.1(a)(i)(A) and Section&nbsp;2.1(a)(ii)(A), as applicable. The calculation of both the TD
Tender Amount and the R Party Tender Amount shall be based on a certificate of the Company&#146;s
transfer agent and registrar and on a certificate, signed by an executive officer of TD, in the
case of the TD Tender Amount, or by JR, in the case of the R Party Tender Amount, provided to each
other party hereto prior to the commencement of the Tender Offer.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The required documentation with respect to the Tender Offer shall be prepared by TD (and
JR, if he participates as a co-bidder) in consultation with the Company. The Company and TD (and
JR, if he participates as a co-bidder) will cooperate with each other with respect to the
preparation and distribution of such documentation, including by furnishing to TD (and JR, if he
participates as a co-bidder) all information concerning themselves (and, to the extent applicable,
their respective Affiliates, Subsidiaries, directors, officers and stockholders) and such other
matters as may be reasonably necessary or advisable in connection with the preparation of such
documentation and the Tender Offer, all of which information shall be correct and complete in all
material respects. TD (and JR, if he participates as a co-bidder) shall be responsible for all
costs and expenses associated with the Tender Offer (including the printing and mailing of tender
offer materials; dealer-manager, depositary and information agent/solicitor fees; brokerage
commissions (unless paid by the tendering stockholder); and other fees and expenses associated with
the Tender Offer); <U>provided</U>, <U>however</U>, that the Company shall be responsible for all
costs associated with any filing or mailing made by the Company pursuant Rule&nbsp;14e-2 or Rule&nbsp;14d-9
under the Exchange Act.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If JR participates as a co-bidder in the Tender Offer, (i)&nbsp;all tendered shares shall be
allocated equally between TD and JR and (ii)&nbsp;no R Party (other than the Ricketts Grandchildren
Trust) shall tender any shares of Common Stock into the Tender Offer.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If JR elects to participate as a co-bidder in the Tender Offer, TD and JR shall negotiate
in good faith prior to (and, if necessary, following) the Closing to determine the price and terms
on which the Tender Offer shall be made; provided, however, that if, by the 10<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day
following the Closing, TD and JR are unable to agree on such price and terms, (i)&nbsp;TD shall comply
with its obligations under this Section&nbsp;5.8 to commence (or cause to be commenced) a tender offer
for the TD Tender Amount at a price and subject to such terms and conditions as TD may determine
(subject to the minimum per share price specified above and provided that such tender offer shall
not be subject to any minimum number of shares which must be tendered as a condition to completion
of such tender offer) and (ii)&nbsp;JR may commence (or cause to be commenced) a tender offer for the R
Party Tender Amount at a price and subject to such terms and conditions as JR may determine
(subject to the minimum per share price specified above and provided that such tender offer shall
not be subject to any minimum number of shares which must be tendered as a condition to completion
of such tender offer). The required documentation
with respect to any such tender offer shall be prepared by the party making such offer, the
parties hereto will cooperate with each other with respect to the preparation and distribution of
such documentation, including by furnishing to the other parties all information concerning


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<P align="left" style="font-size: 10pt">themselves (and, to the extent applicable, their respective Affiliates, Subsidiaries, directors,
officers and stockholders) and such other matters as may be reasonably necessary or advisable in
connection with the preparation of such documentation and such tender offers, all of which
information shall be correct and complete in all material respects, and the party making such
tender offer shall be responsible for all costs and expenses associated with such tender offer
(including the printing and mailing of tender offer materials; dealer-manager, depositary and
information agent/solicitor fees; brokerage commissions (unless paid by the tendering stockholder);
and other fees and expenses associated with such tender offer); <U>provided</U>, <U>however</U>,
that the Company shall be responsible for all costs associated with any filing or mailing made by
the Company pursuant Rule&nbsp;14e-2 or Rule&nbsp;14d-9 under the Exchange Act.



<P align="center" style="font-size: 10pt"><B>ARTICLE VI</B>



<P align="center" style="font-size: 10pt"><B>MISCELLANEOUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.1. <U>Conflicting Agreements</U>. Each party represents and warrants that it has
not granted and is not a party to any proxy, voting trust or other agreement that is inconsistent
with or conflicts with any provision of this Agreement. Notwithstanding the foregoing, TD
acknowledges the existence of the Existing Stockholders Agreement to which the Company and the R
Parties are bound prior to the Closing Date.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.2. <U>Inapplicability to Certain Shares</U>. Notwithstanding anything to the
contrary contained in this Agreement, (i)&nbsp;the provisions of this Agreement, other than the TD
Ownership Limitation Percentage, shall not apply to any Ordinary Course Securities and (ii)&nbsp;the
provisions of this Agreement shall not apply to any Voting Securities which are Beneficially Owned
by Thomas S. Ricketts or J. Peter Ricketts (or their respective Affiliates) provided that Thomas S.
Ricketts, J. Peter Ricketts or such Affiliate is not an R Party and that such Voting Securities are
not also Beneficially Owned by any R Party.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.3. <U>Termination</U>. (a)&nbsp;Upon the occurrence of an R Party Termination Event,
the R Parties shall cause each of the R Directors to immediately resign as Directors and except for
this Section&nbsp;6.3 and Sections&nbsp;6.7 and 6.12, which shall survive in accordance with their terms,
this Agreement shall terminate in its entirety solely with respect to each R Party. In the event
that any R Director fails to deliver his or her resignation as required pursuant to this Section
6.3(a), the parties hereto shall take all necessary action to cause such Director to be removed
from the Board. Any vacancy resulting from the resignation or removal of any R Director pursuant
to this Section
6.3(a) shall be filled with an Outside Independent Director designated in accordance with
Section&nbsp;4.2.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Except for the obligation described in the succeeding sentence, this Agreement shall
terminate with respect to any R Party, and such Person shall no longer constitute an R Party
hereunder, upon the Transfer in accordance with this Agreement of all shares of Common Stock
Beneficially Owned by such R Party Each Person who, prior to a Transfer described in the preceding
sentence, constituted an R Party shall notify the Company and TD in writing within two Business
Days of the occurrence of any such Transfer and the fact that such Person no longer constitutes an
R Party.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Except for this Section&nbsp;6.3 and Sections&nbsp;5.1, 6.7 and 6.12, which shall survive in
accordance with their terms, this Agreement shall terminate in its entirety (except as provided in
paragraph (d)&nbsp;below) upon the earliest to occur of (i)&nbsp;the consummation of a Qualifying
Transaction, (ii)&nbsp;the tenth anniversary of the Closing Date, (iii)&nbsp;the date on which TD
Beneficially Owns Voting Securities representing 4.17% or less of the Total Voting Power, (iv)&nbsp;the
commencement (as such term is defined in Rule&nbsp;14d-2 under the Exchange Act) by a Third Party of a
bona fide tender or exchange offer for not less than 25% of the outstanding shares of Common Stock,
unless the Board both (A)&nbsp;recommends against such tender or exchange offer within ten Business Days
after the commencement (as such term is defined in Rule&nbsp;14d-2 under the Exchange Act) thereof and
(B)&nbsp;takes and continues to actively pursue all reasonable actions to actively oppose such Third
Party tender or exchange offer (as reasonably determined by TD in its good faith judgment)
(<U>provided</U> that, if the Board grants any approval with respect to such Third Party or any of
its Affiliates pursuant to Section&nbsp;203(a)(1) or Section&nbsp;203(a)(3) of the DGCL, then a Termination
Event as described in this clause (iv)&nbsp;shall immediately occur); (v)&nbsp;the acceptance by the Board of
a Takeover Proposal from a Third Party (which for purposes of this Agreement shall mean that the
Board (or any duly authorized committee thereof) shall have approved or recommended, or resolved to
approve or recommend, or shall have authorized the Company or any such Subsidiary to execute or
enter into any letter of intent, agreement in principle, merger agreement, asset purchase or share
exchange agreement, option agreement or other similar agreement relating to, a Takeover Proposal),
or (vi)&nbsp;the acquisition by a Third Party of Beneficial Ownership of Voting Securities representing
more than 20% of the Total Voting Power, other than pursuant to the consummation of a sale, merger,
consolidation, acquisition (including by way of tender offer or exchange offer or share exchange),
recapitalization or other business combination involving the Company or any of its Subsidiaries
that had been approved by the Board pursuant to the preceding clause (v) (any of the events
described in the preceding clauses (i)-(vi), a &#147;<U><B>Termination Event</B></U>&#148;). In the event of a
Termination Event of the type described in clause (iii)&nbsp;above, TD shall cause each of the TD
Directors to immediately resign as Directors. In the event that any TD Director fails to deliver
his or her resignation as required pursuant to this Section&nbsp;6.3(c), the parties hereto shall take
all necessary action to cause such Director to be removed from the Board.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Notwithstanding the provisions of paragraph (c)&nbsp;above, in the event that the first
Termination Event to occur is a Termination Event of a type specified in clauses (iv), (v)&nbsp;or (vi)
of such paragraph (c) (a &#147;<U><B>Specified Termination Event</B></U>&#148;), then for a period equal to the
shortest of (A)&nbsp;the period from the date of such
Specified Termination Event until the first anniversary thereof, (B)&nbsp;the period from the date
of such Specified Termination Event to the occurrence of a Termination Event of the type described
in clauses (i), (ii)&nbsp;or (iii)&nbsp;of such paragraph (c)&nbsp;and (C)&nbsp;the period from the date of such
Specified Termination Event until the consummation of a transaction by TD or its Affiliates or by
the R Parties, in each case meeting the requirements of clause (i)&nbsp;below (the shortest of the
periods described in the preceding clauses (A), (B)&nbsp;and (C), the &#147;<U><B>Post-Termination
Period</B></U>&#148;), and except to the extent otherwise terminated in accordance with paragraphs (a)&nbsp;or
(b)&nbsp;above:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the provisions of Section&nbsp;2.1 shall terminate with respect to TD and the R Parties,
but TD and its Affiliates may acquire Beneficial Ownership of Voting Securities representing
more than the TD Ownership Limitation Percentage, and the R Parties may acquire Beneficial
Ownership of Voting Securities representing more than the R Party

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<P align="left" style="margin-left:3%; font-size: 10pt">Ownership Limitation
Percentage, in each case only pursuant to a tender offer, exchange offer, merger or other
business combination involving the acquisition or offer to acquire 100% of the Common Stock
not owned by TD and its Affiliates or the R Parties, as applicable, which (A)&nbsp;is conditioned
upon the receipt of Unaffiliated Stockholder Approval (<U>provided</U> that, for purposes
of this Section&nbsp;6.3(d)(i) only, for purposes of determining whether Unaffiliated Stockholder
Approval has been received, shares of Common Stock Beneficially Owned by any R Party (in
addition to TD and its Affiliates) shall be excluded from such calculation entirely) and (B)
in the case of any such transaction to be effected by means of a tender or exchange offer,
includes a commitment by TD or such Affiliate or the R Parties, as applicable, to promptly
consummate a merger (which may be a short-form merger) to acquire any remaining shares of
Common Stock at the same price in the event it obtains, pursuant to such tender or exchange
offer, such level of ownership of such classes of Capital Stock that would be sufficient to
effect a merger pursuant to Section&nbsp;251 or Section&nbsp;253 of the DGCL or any successor
provision;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the provisions of Sections&nbsp;2.3, 5.1, 5.2, 5.5, 5.7, and Articles I, III, IV and VI
shall continue in effect in accordance with their terms; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Following the expiration of such Post-Termination Period, all such provisions
that survived during such Post-Termination Period shall terminate in their entirety, except
for this Section&nbsp;6.3 and Sections&nbsp;5.1, 6.7 and 6.12, which shall survive in accordance with
their terms.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Nothing in this Section&nbsp;6.3 shall be deemed to release any party from any liability for
any breach of this Agreement occurring prior to the termination hereof or to impair the right of
any party to compel specific performance by any other party of its obligations under this
Agreement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Within one Business Day after the occurrence of an event that would result in the
termination of this Agreement pursuant to paragraph (c)(iii) of this Section&nbsp;6.3, TD shall provide
written notice of such occurrence to the Company and each other party to this Agreement. Within
one Business Day after the occurrence of an R Party Termination Event, JR shall provide written
notice after such occurrence to the Company and each other party to this Agreement. Within one
Business Day after the occurrence of an event that would result in the
termination of this Agreement pursuant to paragraphs (c)(v) or (c)(vi) of this Section&nbsp;6.3,
the Company shall provide written notice of such occurrence to each other party to this Agreement.
If TD determines in its good faith judgment that an event that would result in a Termination Event
of the type described in paragraph (c)(iv) of this Section&nbsp;6.3 has occurred, TD shall provide
written notice of such occurrence to the Company and each other party to this Agreement within one
Business Day after such determination. Promptly following the occurrence of any Termination Event,
any Specified Termination Event and the expiration of any Post-Termination Period, the Company
shall make a public announcement thereof.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.4. <U>Amendment and Waiver</U>. This Agreement may not be amended except by an
instrument in writing signed on behalf of (i)&nbsp;TD, (ii)&nbsp;the R Parties and (iii)&nbsp;the Company (prior
to the Closing Date, by or upon the authority of the Board of Directors, and from and after the
Closing Date, with the approval of a majority of the Outside Independent


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<P align="left" style="font-size: 10pt">Directors Committee).
Each amendment effected pursuant to the preceding sentence shall be binding upon each party hereto.
In addition, each party hereto may waive any right of such party hereunder by an instrument in
writing signed by such party and delivered to the Company. The failure of any party to enforce any
of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and
shall not affect the right of such party thereafter to enforce each and every provision of this
Agreement in accordance with its terms.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.5. <U>Certain Actions</U>. Unless otherwise expressly provided herein, whenever
any action or consent is required to be taken under this Agreement by the R Parties (as a group, as
opposed to the exercise or performance by an R Party of its individual rights or obligations
hereunder), it shall be by the representative of the R Parties specified in writing by the
holders of a majority of the Voting Securities Beneficially Owned, in the aggregate, by the R
Parties to the Company and TD from time to time, who shall initially be J. Joe Ricketts. By
executing and delivering this Agreement, each R Party irrevocably agrees that each other party
hereto may act and rely upon any notice or instruction given in accordance with the preceding
sentence, and each R Party agrees that it shall be bound thereby.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.6. <U>Severability</U>. Any term or provision of this Agreement which is
determined by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction
shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability
without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction, and if any provision of this Agreement is determined to be so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in all
cases so long as neither the economic nor legal substance of the transactions contemplated hereby
is affected in any manner materially adverse to any party or its stockholders. Upon any such
determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and
equitable substitute provision to effect the original intent of the parties.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.7. <U>Entire Agreement</U>. Except as otherwise expressly set forth herein, this
Agreement, the Share Purchase Agreement and the Registration Rights Agreement, together with the
several agreements and other documents and instruments referred to herein or therein or annexed
hereto or thereto, embody the complete agreement and understanding among the parties hereto with
respect to the subject matter hereof and supersede and preempt any prior understandings, agreements
or representations by or among the parties, written or oral, that may have related to the subject
matter hereof in any way. Without limiting the generality of the foregoing, to the extent that any
of the terms hereof are inconsistent with the rights or obligations of any R Party or TD under any
other agreement with the Company, the terms of this Agreement shall govern.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.8. <U>Successors and Assigns; Third Party Beneficiaries</U>. Neither this
Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned,
in whole or in part (by operation of law or otherwise, except that, in the case of TD or the
Company, any transfer by operation of law in connection with a merger, amalgamation, plan of
arrangement or consolidation or similar business combination transaction shall not be deemed to be
such an assignment), by (i)&nbsp;any R Party without the prior written consent of TD, (ii)&nbsp;by TD without
the prior written consent of the R Parties or (iii)&nbsp;by the Company without the prior


</DIV>
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<P align="left" style="font-size: 10pt">written
consent of (x)&nbsp;TD and (y)&nbsp;the R Parties; <U>provided</U> that TD and the R Parties may assign
their respective rights and obligations hereunder (in whole or in part) in connection with, in the
case of TD, a Transfer permitted by paragraph (f)&nbsp;of Section&nbsp;3.2, and in the case of an R Party, a
Transfer permitted by clauses (g)(ii)-(iv) of Section&nbsp;3.2 in connection with which the applicable
Transferee executes and delivers to the other parties hereto an agreement to be subject to, and
bound by, the terms of this Agreement to the same extent as the Transferring R Party;
<U>provided</U> that no such assignment shall relieve TD or such R Party, as the case may be, of
any of its obligations hereunder, and any such transferee may thereafter make corresponding
assignments in accordance with this proviso. Subject to the foregoing, this Agreement shall bind
and inure to the benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns. The provisions of this Agreement shall apply, <I>mutatis mutandis</I>,
to any holding company set up to hold the Company or a majority of its assets (including the
capital stock of its Subsidiaries). Nothing in this Agreement, express or implied, is intended to
confer on any Person other than the parties hereto or their respective successors and permitted
assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.9. <U>Counterparts</U>. This Agreement may be executed by facsimile in separate
counterparts each of which shall be an original and all of which taken together shall constitute
one and the same agreement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.10. <U>Remedies</U>. (a)&nbsp;Each party hereto acknowledges that monetary damages
would not be an adequate remedy in the event that each and every one of the covenants or agreements
in this
Agreement are not performed in accordance with their terms, and it is therefore agreed that,
in addition to and without limiting any other remedy or right it may have, the non-breaching party
will have the right to an injunction, temporary restraining order or other equitable relief in any
court of competent jurisdiction enjoining any such breach and enforcing specifically each and every
one of the terms and provisions hereof. Each party hereto agrees not to oppose the granting of
such relief in the event a court determines that such a breach has occurred, and to waive any
requirement for the securing or posting of any bond in connection with such remedy.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All rights, powers and remedies provided under this Agreement or otherwise available in
respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or
beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later
exercise of any other such right, power or remedy by such party.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.11. <U>Notices</U>. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (upon telephonic confirmation
of receipt), on the first Business Day following the date of dispatch if delivered by a recognized
next day courier service, or on the third Business Day following the date of mailing if delivered
by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder
shall be delivered as set forth below, or pursuant to such other instructions as may be designated
in writing by the party to receive such notice.


</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="right" style="font-size: 10pt">39


<P align="left" style="font-size: 10pt">If to the Company, to it at:



<P align="left" style="font-size: 10pt">4211 South 102<SUP style="font-size: 85%; vertical-align: text-top">nd</SUP> Street<BR>
Omaha, Nebraska 68127<BR>
Attention: Chief Executive Officer<BR>
Fax: (402)&nbsp;827-8806


<P align="left" style="font-size: 10pt">and



<P align="left" style="font-size: 10pt">6940 Columbia Gateway Drive, Suite&nbsp;200<BR>
Columbia, Maryland 21046<BR>
Attention: General Counsel<BR>
Fax:

<P align="left" style="font-size: 10pt">with a copy (which shall not constitute notice) to:



<P align="left" style="font-size: 10pt">Wilson Sonsini Goodrich &#038; Rosati<BR>
Professional Corporation<BR>
650 Page Mill Road<BR>
Palo Alto, California 94304<BR>
Attention: Larry W. Sonsini<BR>
Fax: (650)&nbsp;493-6811

<P align="left" style="font-size: 10pt">If to any R Party, to such Party at the address set forth under its name on Schedule&nbsp;A
hereto, with a copy (which shall not constitute notice) to:



<P align="left" style="font-size: 10pt">Mayer, Brown, Rowe &#038; Maw LLP<BR>
71 South Wacker Drive<BR>
Chicago, Illinois 60606<BR>
Attention: Joseph P. Collins<BR>
Fax: (312)&nbsp;706-9191

<P align="left" style="font-size: 10pt">If to TD, to it at :



<P align="left" style="font-size: 10pt">TD Tower, 66 Wellington Street West<BR>
Toronto, Ontario M5K 1A2<BR>
Attention: General Counsel<BR>
Fax: (416)&nbsp;308-1943

<P align="left" style="font-size: 10pt">with a copy (which shall not constitute notice) to:



<P align="left" style="font-size: 10pt">Simpson Thacher &#038; Bartlett LLP<BR>
425 Lexington Avenue<BR>
New York, New York 10017<BR>
Attention: Lee Meyerson<BR>
Fax: (212)&nbsp;455-2502

</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="right" style="font-size: 10pt">40



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.12. <U>Governing Law; Consent to Jurisdiction; Waiver of Jury Trial</U>. (a)&nbsp;This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware
(except to the extent that mandatory provisions of federal law are applicable), without giving
effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the Court of Chancery of the
State of Delaware or, if under applicable law exclusive jurisdiction over the Litigation lies with
the courts of the United States, any court of the United States located in the State of Delaware,
for any action, suit, proceeding or investigation in any court or before any Governmental Authority
(&#147;<U><B>Litigation</B></U>&#148;) arising out of or relating to this Agreement and the transactions
contemplated hereby. Each of the parties hereto hereby irrevocably and unconditionally waives, and
agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such
Litigation, the defense of sovereign immunity, any claim that it is not personally subject to the
jurisdiction of the aforesaid courts for any reason other than the failure to serve process in
accordance with this Section&nbsp;6.12, that it or its property is exempt or immune from jurisdiction of
any such court or from any legal process commenced in such courts (whether through service of
notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise), and to the fullest extent permitted by applicable law, that the Litigation
in any such court is brought in an inconvenient forum, that the venue of such Litigation is
improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such
courts and further irrevocably waives, to the fullest extent permitted by applicable law, the
benefit of any defense that would hinder, fetter or delay the
levy, execution or collection of any amount to which the party is entitled pursuant to the
final judgment of any court having jurisdiction. Each of the parties irrevocably and
unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to
trial by jury in connection with any Litigation arising out of or relating to this Agreement or the
transactions contemplated hereby.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each of the parties hereto irrevocably consents to the service of process out of any of
the aforementioned courts in any such Litigation by the mailing of copies thereof by registered
mail, postage prepaid, to such party at its address set forth in this Agreement, such service of
process to be effective upon acknowledgment of receipt of such registered mail. Each of the
parties hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under
the laws of the State of Delaware and of the United States; <U>provided</U> that consent by a
party to jurisdiction and service contained in this Section&nbsp;6.12 is solely for the purpose referred
to in this Section&nbsp;6.12 and shall not be deemed to be a general submission to said courts or in the
State of Delaware other than for such purpose.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.13. <U>Interpretation</U>. The words &#147;hereof,&#148; &#147;herein&#148; and &#147;hereunder&#148; and words
of similar import when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement, and Section references are to this Agreement unless
otherwise specified. Whenever the words &#147;include,&#148; &#147;includes&#148; or &#147;including&#148; are used in this
Agreement, they shall be deemed to be followed by the words &#147;without limitation.&#148; The meanings
given to terms defined herein shall be equally applicable to both the singular and plural forms of
such terms. The table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In
this Agreement all references to &#147;dollars&#148; or &#147;$&#148; are to United States dollars.


</DIV>
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<P align="right" style="font-size: 10pt">41



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.14. <U>Effectiveness</U>. Except for Articles I, III and VI and Sections&nbsp;2.1 (except
paragraph (a)(i)(B) thereof and, to the extent it refers to paragraph (a)(i)(B), paragraph
(a)(i)(D) thereof), 3.1, 3.2, 4.2(a) and 4.7, which shall become effective as of the execution and delivery
of the Share Purchase Agreement by the parties thereto, this Agreement shall become effective upon
the Closing and prior thereto shall be of no force or effect;
provided that, prior to the Closing Date (i)&nbsp;any consent of the
Outside Independent Directors Committee contemplated by Article III
shall instead be given by (x) TD, in the case of a transfer by an R
Party and (y)&nbsp;the R Party, in the case of a transfer by TD and
(ii)&nbsp;the restrictions of Sections&nbsp;3.1 and 3.2 shall not apply following a
Change in Ameritrade Recommendation (as defined in the Share
Purchase Agreement), except that the requirements with respect to
pledges of Voting Securities contained in the definitions of
&#147;Permitted Pledge&#148; and &#147;Transfer&#148; shall remain in effect. If the Share Purchase Agreement
shall be terminated in accordance with its terms prior to the Closing, this Agreement shall
automatically terminate and be of no force or effect.


</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="right" style="font-size: 10pt">&nbsp;



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the
date first written above.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">AMERITRADE HOLDING CORPORATION</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/&nbsp;Joseph H. Moglia</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:&nbsp;Joseph H. Moglia</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:&nbsp;Chief Executive Officer</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">THE TORONTO-DOMINION BANK</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/&nbsp;David Livingston</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:&nbsp;David Livingston</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:&nbsp;Executive Vice
President, Corporate Development</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="right" style="font-size: 10pt">2
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">J. JOE RICKETTS</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">/s/ J. Joe Ricketts</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">MARLENE M. RICKETTS</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">/s/ Marlene M. Ricketts</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">MARLENE M. RICKETTS 1994 DYNASTY TRUST</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ J. Joe Ricketts&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name: &nbsp;J. Joe Ricketts</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:&nbsp;&nbsp;&nbsp;&nbsp;Trustee</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">J. JOE RICKETTS 1994 DYNASTY TRUST</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Marlene M. Ricketts</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name: &nbsp;&nbsp;Marlene M. Ricketts</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Trustee</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">RICKETTS GRANDCHILDREN TRUST</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

</DIV>

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