AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENTStockholders Agreement • December 6th, 2013 • Toronto Dominion Bank • Commercial banks, nec • Delaware
This AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENT (this “Amendment”) is made and entered into as of December 4, 2013 by and among TD Ameritrade Holding Corporation (the “Company”), the stockholders of the Company listed on the signature pages hereto under the heading “R Parties” (collectively, the “R Parties”), The Toronto-Dominion Bank, a Canadian chartered bank (“TD Bank”) and TD Luxembourg International Holdings S.à r.l., a Luxembourg company and a direct, wholly-owned subsidiary of TD Bank (“TD Lux,” and collectively with TD Bank, “TD”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stockholders Agreement (defined below).
