STOCK PURCHASE AGREEMENT

Exhibit 10.2

STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement (this “ Agreement ”) is entered into on February 17, 2009, by and between TD AMERITRADE Holding Corporation, a Delaware corporation (“ Buyer ”), and Marlene M. Ricketts (“Ricketts”) and the Joe and Marlene Ricketts Grandchildren’s Trust (the “Grandchildren’s Trust” and, collectively with Ricketts, “Sellers”). Buyer and each Seller are referred to individually as a “ Party ” and collectively as the “ Parties . ”

      WHEREAS , Ricketts desires to sell to Buyer, and Buyer desires to purchase from Ricketts, an aggregate of 15,000,000 shares of common stock of Buyer (the “ Ricketts Shares ”) for cash on the terms set forth below.

      WHEREAS , the Grandchildren’s Trust desires to sell to Buyer, and Buyer desires to purchase from the Grandchildren’s Trust, an aggregate of 19,008,000 shares of common stock of Buyer (the “ Grandchildren’s Trust Shares ” and, collectively with the Ricketts Shares, the “ Shares ”) for cash on the terms set forth below.

     Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.

     §1. Purchase and Sale of Shares

     (a)  Transaction. On and subject to the terms and conditions of this Agreement, (i) Buyer agrees to purchase from Ricketts (the “Ricketts Purchase”), and Ricketts agrees to sell to Buyer, the Ricketts Shares at the Closing (defined below), in exchange for an amount equal to U.S. $11.85 in cash per Share (the “ Per Share Purchase Price ”) multiplied by the number of Ricketts Shares (such amount, the “ Aggregate Ricketts Purchase Price ”), and (ii) Buyer agrees to purchase from the Grandchildren’s Trust (the “ Grandchildren’s Trust Purchase ” and, together with the Ricketts Purchase, the “ Purchases ”), and the Grandchildren’s Trust agrees to sell to Buyer, the Grandchildren’s Trust Shares at the Closing, in exchange for an amount equal to the Per Share Purchase Price multiplied by the number of Grandchildren’s Trust Shares (such amount, the “ Aggregate Grandchildren’s Trust Purchase Price ”). Buyer shall pay the Aggregate Ricketts Purchase Price in immediately available funds by wire transfer to the account designated as the “Ricketts Account” on Schedule 1 to this Agreement, and Buyer shall pay the Aggregate Grandchildren’s Trust Purchase Price in immediately available funds by wire transfer to the account designated as the “Grandchildren’s Trust Account” on Schedule 1 to this Agreement.

     (b)  Closing.

     (i) Subject to the satisfaction of the conditions set forth in Section 3(a) on and as of the Closing Date, Buyer and each Seller shall consummate the Purchase at a closing (the “ Closing ”) to take place as soon as practicable following the satisfaction of the conditions set forth in Section 3(a); provided, however, that Buyer shall not be required to consummate the Purchase prior to the 3 ^rd business day following the date hereof (the “ Closing Date ”). If the Closing does not occur prior to February 27, 2009, any Party may terminate this Agreement by providing written notice of such termination to the other Parties, and in such case no Party shall have any further obligation or liability hereunder (it being understood that any Party may still seek appropriate damages from any other Party that breaches any of its obligations hereunder prior to such termination, including its obligation to effect the Purchases). At the Closing, Sellers will deliver to Buyer the Shares (including, with any that are in certificated form, endorsed in blank or accompanied by duly executed assignment documents), and Buyer will deliver to Sellers the Purchase Price pursuant to §1(a).

     (c)  Board Representation

          (i) On the Closing Date, (A) the number of R Directors (as defined by the Stockholders Agreement, dated as of June 22, 2005, among the Buyer, The Toronto-Dominion Bank and certain other stockholders, as amended (the “Stockholders Agreement”)) shall be reduced from three to two as a result of the Purchases (it being understood that nothing herein shall prevent the number of R Directors from increasing back to three pursuant to the Stockholders Agreement in the event that the R Parties obtain additional shares of Buyer’s common stock in the future), and (B) the R Parties shall deliver to the Buyer the resignation of one of the R Directors effective as of the Closing Date notwithstanding anything to the contrary contained in the Stockholders Agreement.

     §2. Representations and Warranties.

     (a)  Sellers’ Representations and Warranties. Each Seller represents and warrants to Buyer that the statements contained in this §2(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made as of the Closing Date).

     (i) Authorization of Transaction . Such Seller has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such Seller, enforceable in accordance with its terms and conditions. Such Seller needs not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmen