0000950137-05-015394 Sample Contracts

AMENDMENT NO. 2 TO AGREEMENT OF SALE AND PURCHASE between THE TORONTO-DOMINION BANK and AMERITRADE HOLDING CORPORATION dated as of December 23, 2005
Agreement of Sale and Purchase • December 29th, 2005 • Ameritrade Holding Corp • Security brokers, dealers & flotation companies • Delaware

THIS AMENDMENT NO. 2 TO AGREEMENT OF SALE AND PURCHASE (as amended, supplemented, restated or otherwise modified from time to time, the “Amendment”) is entered into as of December 23, 2005 between The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), and Ameritrade Holding Corporation, a Delaware corporation (“Ameritrade”). All capitalized terms not defined in this Amendment shall have the meanings given them by the Purchase Agreement (as defined below).

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