EXHIBIT 10.3 AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT This Amendment Number One to Employment Agreement is entered into as of the 29th day of September, 2008, (the "Effective Date"), by and between TD Ameritrade Holding Corporation (the "Company")...

                                                                    EXHIBIT 10.3

                  AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT

      This Amendment Number One to Employment Agreement is entered into as of
the 29th day of September, 2008, (the "Effective Date"), by and between TD
Ameritrade Holding Corporation (the "Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
("Executive") (collectively referred to as the "Parties").

      WHEREAS, Executive and Company entered into an Employment Agreement dated
June 11, 2008 (the "Employment Agreement"); and

      WHEREAS, Executive and Company desire to modify certain of the terms and
conditions of Executive's employment relationship, as originally provided
pursuant to the Employment Agreement;

      NOW, THEREFORE, in consideration of the promises made herein, the Parties
hereby agree as follows:

      (Capitalized terms shall have the meanings ascribed them in the Employment
Agreement)

      1. Annual Awards. The sixth sentence in Section 4(c)(ii) of the Employment
Agreement is hereby amended in its entirety to read as follows:

      "The 2008 Award and the 2009 Award shall be paid entirely in cash after
satisfaction of the applicable performance criteria and vesting schedule
established pursuant to the terms and conditions of the LTIP."

      Except as expressly amended hereby, the Employment Agreement shall remain
in full force and effect. In the event of any conflict between the terms and
conditions of this Amendment and the terms and conditions of the Employment
Agreement, this Amendment shall prevail.

      IN WITNESS WHEREOF, the Parties have executed this Amendment on the
respective dates set forth below:

                                    TD AMERITRADE HOLDING CORPORATION

Dated: September 29, 2008           By: /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇
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                                    Name:  W. ▇▇▇▇▇▇ ▇▇▇▇▇
                                    Title:  Chairman of the HR & Compensation
                                    Committee

                                    ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual

Dated:  September 29, 2008          /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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