<PAGE>
EXHIBIT 10.21

                         AMERITRADE HOLDING CORPORATION
                        EXECUTIVE EMPLOYMENT AGREEMENT

      This Executive Employment Agreement (the "Agreement") between AMERITRADE
HOLDING CORPORATION, a Delaware corporation (the "Company") and John R.
MacDonald (the "Executive"), is made effective September 9, 2002 (the "Effective
Date").

      The Executive is employed as Executive Vice President, Chief Financial
Officer and Treasurer.

      The Company and the Executive desire to set forth in this Agreement, the
terms, conditions and obligations of the parties with respect to such employment
and this Agreement is intended by the parties to supersede all previous
agreements and understandings, whether written or oral, concerning employment
with the Company and with any subsidiary of the Company, including for this
purpose, but not limited to, the employment agreement signed by both parties and
dated March 27, 2000, the "Prior Employment Agreement". However, any option
agreements dated prior to the Effective Date ("Prior Option Agreements"), shall
remain in full force and effect and be subject to the terms of the 1996 Long
Term Incentive Plan and Prior Employment Agreement Section 2 relating to
unvested options vesting upon a change of control, as defined, and the ten year
exercisability provision for grants prior to the Effective date.

      Accordingly, the Company and the Executive agree as follows:

      1. EMPLOYMENT. The Company will continue to employ the Executive as
Executive Vice President, Chief Financial Officer and Treasurer of the Company
or a comparable position as described in Section 6(e)(ii) below, upon the terms
and conditions set forth in this Agreement. The Executive will perform such
duties and responsibilities for the Company which are commensurate with his
position subject to the reasonable direction of the Chief Executive Officer (the
"CEO") or the Chairman of the Board of Directors (the "Chairman").

      2. TERM. Subject to the provisions set forth in Section 6 below, the term
of this Agreement (the "Term") will be the period beginning on the Effective
Date and ending on the third anniversary of the Effective Date, unless earlier
terminated in accordance with Section 6 below. Within 90 days prior to the
expiration of the Term, the Executive and the CEO shall negotiate terms under
which this agreement will renew for an additional 12 months("Renewal
Term")("Renewal Term" and "Term" collectively referred to as "Term").
Notwithstanding the foregoing, upon a "Change of Control" (as defined in Section
7 below), the initial Term of this Agreement will not change, unless earlier
terminated in accordance with Section 6 below.

      3.    COMPENSATION.  During the Term, the Executive will be compensated
for his services to the Company in accordance with the following:
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            (a) Base Salary. The Company will pay to the Executive an annual
      base salary of $350,000, payable in accordance with the Company's
      policies. The Executive's annual base salary will be reviewed by the
      Company for possible increase (but not decrease) at least once in each
      calendar year through the Term of this Agreement.

            (b) Annual Incentive. The Executive will be entitled to participate
      in the Company's Management Incentive Plan (or any successor short-term
      incentive plan or program) (the "MIP Plan") for the Company's fiscal year
      2002 and subsequent fiscal years during the Term in accordance with the
      terms and conditions of the MIP Plan with a target bonus of 100% of the
      Executive's annual base salary for each fiscal year (the "Target Bonus").
      The Executive's Target Bonus for periods subsequent to the Company's
      fiscal year 2002 during the Term will be determined by the Compensation
      Committee of the Board of Directors of the Company (the "Compensation
      Committee") in its discretion and based upon performance criteria
      determined for each fiscal year by the Compensation Committee in its sole
      discretion but shall in no event be less than 100% of the Executive's
      annual base salary for such subsequent period.

            (c) Long-Term Incentive Plan. The Executive will be entitled to
      participate in the Company's 1996 Long-Term Incentive Plan (or any
      successor long-term incentive plan or program) (the "LTIP"). Any awards
      made under the LTIP will be made at the sole discretion of the
      administrator of the LTIP, or the administrator's designee, and will be
      subject to the terms and conditions of the LTIP and the applicable award
      agreement. The Executive will be eligible for an annual option award,
      determined by the measurements established by the Compensation Committee
      from time to time, with a target of $350,000 in present value, at the same
      time and contingent upon options being granted to other Company executives
      by the Compensation Committee. Number of options will be determined using
      the same valuation methodology as other Company executives' grants.

            (d) Deferred Compensation Program. The Executive will be eligible to
      participate in the Company's Executive Deferred Compensation Program (or
      any successor deferred compensation program) (the "Deferred Compensation
      Program") in accordance with the terms and conditions of the Deferred
      Compensation Program.

            (e) Benefits and Perquisites. The Executive will also receive such
      benefits and perquisites (the "Benefits") which are made available
      generally to other senior executives of the Company. All such Benefits
      will be provided in such amounts as may be determined from time to time by
      the Company in its discretion and pursuant to the terms of the plan
      documents governing such Benefits.

      4.    NON-COMPETITION, NON-SOLICITATION AND NON-HIRE PROVISIONS.  The
       Executive agrees that:


            (a) During the Term and for a period of 12 months thereafter
      (collectively, the "Restricted Period"), the Executive will not (without
      the written consent of the Chief Executive Officer and the Chairman of the
      Board) engage or participate in any business within the United States (as
      an owner, partner, stockholder, holder of any other equity


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      interest, or financially as an investor or lender, or in any capacity
      calling for the rendition of personal services or acts of management,
      operation or control) which is engaged in any activities and for any
      business competitive with any of the primary businesses conducted or
      formally proposed to be conducted by the Company or any of its Affiliates
      (as defined below) during the 12-month period prior to the Date of
      Termination (as defined in Section 6) or, if the Executive has been
      employed for less than a 12-month period, the period in which the
      Executive was employed by the Company ("Competitive Business"). For
      purposes of this Agreement, the term "primary businesses" is defined as
      (i) an online brokerage business, or (ii) a business, product or service
      for which the Executive was responsible during his employment with the
      Company during the Term. Notwithstanding the foregoing, the Executive may
      own securities of a Competitive Business so long as the securities of such
      corporation or other entity are listed on a national securities exchange
      or on the Nasdaq National Market and the securities owned directly or
      indirectly by the Executive do not represent more than one percent of the
      outstanding securities of such corporation or other entity;

            (b) During the Restricted Period neither the Executive, nor any
      business in which the Executive may engage or participate in, will
      directly or indirectly (i) knowingly induce any customer or vendor of the
      Company or of corporations or businesses which directly or indirectly are
      controlled by the Company (collectively, the "Affiliates") to patronize
      any Competitive Business, (ii) knowingly canvass, solicit or accept any
      business from any customer of the Company or any of its Affiliates which
      business is of a type that is similar to the business received by the
      Company or Affiliate from the customer, (iii) request or advise any
      customer or vendor of the Company or any of its Affiliates to withdraw,
      curtail or cancel such customer's or vendor's business with the Company or
      any of its Affiliates, or (iv) compete with the Company or any of its
      Affiliates in merging with or acquiring any other company or business
      (whether by a purchase of stock or other equity interests, or a purchase
      of assets or otherwise) which is a Competitive Business;

            (c) During the Restricted Period, neither the Executive nor any
      business in which the Executive may engage or participate in will (i)
      knowingly hire, solicit or attempt to hire any employee or contractor of
      the Company or any of its Affiliates or (ii) encourage any employee or
      contractor of the Company or any of its Affiliates to terminate employment
      or contractual arrangements. For purposes of this Agreement, "employee"
      includes current employees as well as anyone employed by the Company or
      any of its Affiliates within the prior six months from the Executive's
      Date of Termination (as defined in Section 6); and

            (d) In the event that any of the provisions of this Section 4 should
      ever be deemed to exceed the time, geographic or occupational limitations
      permitted by applicable laws, then such provisions will and are hereby
      reformed to the maximum time, geographic or occupational limitations
      permitted by applicable law.


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      5.    CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY.

            (a) Except as may be required by law, or except to the extent
      required to perform the Executive's duties and responsibilities hereunder,
      the Executive will keep secret and confidential indefinitely all
      non-public confidential information (including, without limitation,
      information regarding cost of new accounts, activity rates of different
      market niche customers, advertising results, technology (hardware and
      software), architecture, discoveries, processes, algorithms, maskworks,
      strategies, intellectual properties, customer lists and other customer
      information) concerning any of the Company and its Affiliates which was
      acquired by or disclosed to the Executive during the course of the
      Executive's employment with the Company ("Confidential Information") and
      not use in any manner or disclose the same, either directly or indirectly,
      to any other person, firm or business entity.

            (b) At the end of the Term or at the Company's earlier request, the
      Executive will promptly return to the Company any and all records,
      documents, physical property, information, computer disks, drives or other
      materials relative to the business of any of the Company and its
      Affiliates obtained by the Executive during course of employment with the
      Company and not keep any copies thereof.

            (c) The Executive acknowledges and agrees that all right, title and
      interest in inventions, discoveries, improvements, trade secrets,
      developments, processes and procedures made by the Executive, in whole or
      in part, or conceived by the Executive either alone or with others, when
      employed by the Company, including such of the foregoing items conceived
      during the course of employment which are developed or perfected after the
      Executive's termination of employment, are owned by the Company ("Company
      IP"). The Executive assigns any and all right, title and interest he may
      have to Company IP to the Company and will promptly assist the Company or
      its designee, at the Company's expense, to obtain patents, trademarks,
      copyrights and service marks concerning Company IP made by the Executive
      and the Executive will promptly execute all reasonable documents prepared
      by the Company or its designee and take all other reasonable actions which
      are necessary or appropriate to secure to the Company and its Affiliates
      the benefits of Company IP. Such patents, trademarks, copyrights and
      service marks will at all times be the property of the Company and its
      Affiliates. The Executive promptly will keep the Company informed of, and
      promptly will execute such assignments prepared by the Company or its
      designee as may be necessary to transfer to the Company or its Affiliates
      the benefits of, any Company IP.

            (d) To the extent that any court or agency seeks to require the
      Executive to disclose Confidential Information, the Executive promptly
      will inform the Company and take reasonable steps to endeavor to prevent
      the disclosure of Confidential Information until the Company has been
      informed of such requested disclosure, and the Company has an opportunity
      to respond to such court or agency. To the extent the Executive obtains
      information on behalf of the Company or any of its Affiliates that may be
      subject to attorney-client privilege as to the Company's attorneys, the
      Executive will promptly inform the Company and take reasonable steps to
      endeavor to maintain the confidentiality of such information and to
      preserve such privilege.

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            (e) Confidential Information does not include information already in
      the public domain or information which has been released to the public by
      the Company. Nothing in this Section 5 shall be construed so as to prevent
      the Executive from using, in connection with his employment for himself or
      an employer other than the Company, knowledge which was acquired by him
      during the course of his employment with the Company and which is
      generally to known to persons of his experience in other companies in the
      same industry. Subject to Section 5(d), Executive will be permitted to
      disclose Confidential Information if required by a subpoena or court or
      administrative order.

      6.    Termination.


            (a) Date of Termination. For purposes of this Agreement, "Date of
      Termination" is defined as (i) if the Executive's employment is terminated
      by reason of death or disability, the date of such death or disability;
      (ii) if the Executive's employment is terminated by the Executive for
      reasons other than Good Reason (as defined below), the date specified in
      the notice of termination, (iii) if the Executive's employment is
      terminated by the Executive for Good Reason (as defined below), the date
      of the Company's receipt of the notice of termination and (iv) if the
      Executive's employment is terminated by the Company, the date of the
      Executive's receipt of the notice of termination or any later date
      specified therein.

            (b) Payments upon Termination. The Company will pay to the Executive
      in a lump sum in cash within 10 business days following the Date of
      Termination the unpaid portion of the Executive's then current annual base
      salary through the Date of Termination and the Target Bonus under the MIP
      Plan, as applicable, for the fiscal year in which the Date of Termination
      occurs, prorated for the portion of the Company's fiscal year completed on
      the Date of Termination; provided, however, that if the Executive's
      employment is terminated by the Company for reason of Cause (as defined
      below), the Executive will not be entitled to such prorated Target Bonus
      under the MIP Plan, as applicable. All other Benefits will be paid and
      continued only to the extent the terms thereof provide for the payment or
      continuation following the Date of Termination. The vesting and
      exercisability of the Executive's outstanding stock awards will be treated
      in accordance with the terms of their respective grants or awards.

            (c) Death or Disability. If the Executive becomes physically or
      mentally disabled and unable to perform the essential functions of his
      employment (in the reasonable opinion of the Board of Directors of the
      Company), even with reasonable accommodation, for a continuous period in
      excess of 180 days or if the Executive should die while an employee of the
      Company, the Executive's employment with the Company will immediately
      terminate.

            (d) Voluntary Resignation. The Executive may terminate employment
      with the Company for reasons other than those described in Section 6(e) by
      delivering written notice to the Company at least 30 days prior to such
      termination of employment.

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            (e) Termination by the Company for Reasons Other than Cause or
      Voluntary Resignation by the Executive for Good Reason. In the event the
      Company elects to terminate the Executive's employment for any reason
      other than disability or those specified in Section 6(g), it will provide
      written notice of such termination to the Executive, which notice will
      include the date on which the Executive's employment will terminate. The
      Executive may also terminate employment with the Company for Good Reason
      by delivering written notice to the Company within 90 days of the
      occurrence of an event qualifying as Good Reason, but in any event prior
      to the end of the Term. "Good Reason" is defined as one of the following
      events that occurs without the written consent of the Executive:

                  (i)   a material violation by the Company of the terms of this
                        Agreement which continues for 30 days following receipt
                        of notice from the Executive specifying such violation;

                  (ii)  a material reduction in the Executive's duties,
                        reporting relationship or responsibilities which results
                        in or reflects a material reduction of the scope or
                        importance of the Executive's position, excluding for
                        this purpose (1) an isolated, unsubstantial or
                        inadvertent action not taken in bad faith and remedied
                        by the Company after receipt of notice given by the
                        Executive; (2) any reorganization of the Executive
                        Management Team by the Company's CEO which results in a
                        change in the Executive's position with no decrease in
                        base salary for the Executive, no change in
                        participation as a member of the Executive Management
                        Team, and whose position still reports to the Company's
                        CEO, so long as Executive's position has a status
                        substantially equal to, and duties and responsibilities
                        substantially the same as, the position of Executive
                        Vice President, Chief Financial Officer and Treasurer.

                  (iii) a reduction in the Executive's then current annual base
                        salary; or Target Bonus.

                  (iv)  any relocation of Executive's base office in Omaha,
                        Nebraska to an office that is more than 75 highway miles
                        from Omaha, Nebraska;

                  (v)   non-renewal of this Agreement by the Company by the end
                        of the "Term" (as provided in Section 2 above) upon
                        substantially the same terms and conditions as are set
                        forth herein; or

                  (vi)  the Company's requiring the Executive to travel on
                        Company business to a substantially greater extent than
                        required immediately prior to the Effective Date of this
                        Agreement.

      Subject to the Executive's compliance with the non-competition,
      non-solicitation, non-hire and confidentiality and intellectual property
      provisions of this Agreement and the execution and delivery by the
      Executive to the Company of the release described in


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     Section 13 hereof, the Company will provide the Executive with severance
     compensation and benefits (in addition to the payments described in Section
     6(b)) as follows:

            (x)   the Executive will continue to receive his then current
                  annual base salary (or, if greater, the annual base salary
                  in effect 90 days prior to the Date of Termination, but in
                  no event less than $350,000), payable on regularly
                  scheduled paydays for a period equal to the greater of (A)
                  12 months or (B) the period from the Date of Termination
                  through the end of the Term (such period of payment to be
                  referred to as the "Severance Period");

            (y)   the Executive will receive an amount equal to the Target Bonus
                  under the MIP Plan, as applicable, for the fiscal year in
                  which the Date of Termination occurs, payable at such time as
                  bonuses are generally payable for other participants under the
                  MIP Plan; and

            (z)   during the Severance Period, if the Executive or any of his
                  dependents is eligible for and elects COBRA continuation
                  coverage (as described in Section 4980B of the Internal
                  Revenue Code of 1986, as amended (the "Code")) under any
                  Company group medical or dental plan, the Executive will not
                  be charged any premiums for such coverage.

      The foregoing will be in lieu of all salary, bonuses or incentive or
      performance based compensation and any severance benefits to which the
      Executive may otherwise be entitled. If the Executive dies during the
      Severance Period, any remaining severance payments will be made to the
      Executive's surviving spouse or, if none, to his estate.

            (f)   Additional Restricted Period.

      In the event that the Company does not renew the Executive's employment at
      the end of the Renewal Term, the Executive will only be required to comply
      with the Non-competition, Non-Solicitation and Non-Hire provisions set
      forth in Section 4 above for the period indicated by the Company
      commencing on the day after the end of the Renewal Term and ending on the
      date specified by the Company, which shall not be later than the first
      anniversary of expiration of the Renewal Term, which date the Executive
      hereby agrees to in consideration of the Non-Competition Payments provided
      below ("Additional Restricted Period"). The Company will provide the
      Executive with payments (the "Non-Competition Payments") for the duration
      of the Additional Restricted Period equal to his then current base salary
      (or, if greater, the annual base salary in effect 90 days prior to the
      Date of Termination, but in no event less than $350,000), payable pro-rata
      over the course of the Additional Restricted Period on regularly scheduled
      paydays. The Non-Competition Payments shall be reduced by any payments due
      to the Executive under any other severance provision described in Section
      6 hereof and Executive agrees to execute and deliver the release described
      in Section 13 below.

            (g) Termination by the Company for Cause. The Company will have a
      right to terminate the Executive's employment under this Agreement prior
      to the expiration of the Term for reason of Cause. "Cause" means:

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                  (i)   the failure by the Executive to substantially perform
                        his duties under this Agreement, other than due to
                        illness, injury or disability, which failure continues
                        for ten days following receipt of notice from the Board
                        specifying such failure;

                  (ii)  the willful engaging by the Executive in conduct
                        which is materially injurious to the Company,
                        monetarily or otherwise;


                  (iii) misconduct involving serious moral turpitude to the
                        extent that in the reasonable judgment of the Board, the
                        Executive's credibility or reputation no longer conforms
                        to the standard of the Company's executives; or

                  (iv)  the violation of the provisions of Section 4 or
                        Section 5 of this Agreement.


      7.    CHANGE OF CONTROL.


            (a) For the purpose of this Agreement, a "Change of Control" means
      the occurrence of an event described in subparagraph (i), (ii) or (iii)
      below:

                  (i)   the completion of a plan of complete liquidation of
                        the Company which has been approved by the Company's
                        shareholders;


                  (ii)  the acquisition by any person, entity or group of the
                        beneficial ownership of 50% or more of the outstanding
                        shares of common stock of the Company;

                  (iii) the sale or disposition by the Company of all or
                        substantially all of the assets of the Company (or
                        any transaction having a similar effect); or


                  (iv)  the consummation of a merger or consolidation of the
                        Company with any other corporation other than (1) a
                        merger or consolidation which would result in the voting
                        securities of the Company outstanding immediately prior
                        thereto continuing to represent (either by remaining
                        outstanding or by being converted into voting securities
                        of the surviving entity) more than 50% of the combined
                        voting power of the voting securities of the Company or
                        such surviving entity outstanding immediately after such
                        merger or consolidation or (2) a merger or consolidation
                        effected to implement a recapitalization of the Company
                        (or similar transaction).


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            (b) Subject to the Executive's compliance with Sections 4 and 5 and
      subject to the Executive's execution of the General Release and
      Cooperation Agreement described in Section 13, if following a Change of
      Control, the Executive's employment is terminated by the Company without
      Cause or is terminated by the Executive for Good Reason, the amount due to
      the Executive in Sections 6(e)(x) and 6(e)(y) will be paid in a lump sum
      within 30 days following such termination of employment in lieu of payment
      at such times described in Sections 6(e)(x) and 6(e)(y).

      8. EXCISE TAXES. Anything in this Agreement to the contrary
notwithstanding, if any payment or benefit to which the Executive is entitled to
from the Company (the "Payments," which include the vesting of stock awards or
other benefits or property) is more likely than not to be subject to the tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any
successor provision to that section), the Payments shall be reduced to the
extent required to avoid application of such tax. The Executive will be entitled
to select the order in which Payments are to be reduced in accordance with the
preceding sentence. Determination of whether Payments would result in the
application of the tax imposed under Section 4999, and the amount of reduction
that is necessary so that no such tax is applied, shall be made at the Company's
expense, by the independent accounting firm employed by the Company immediately
prior to the occurrence of any Change of Control of the Company which will
result in the imposition of such tax.

      9. EFFECT OF BREACH OF NON-COMPETITION, NON-SOLICITATION, NON-HIRE OR
CONFIDENTIALITY AND INTELLECTUAL PROPERTY PROVISIONS. The Executive acknowledges
that the Company would be irreparably injured by a violation of Sections 4 or 5
of this Agreement and agrees that the Company, in addition to other remedies
available to it for such breach or threatened breach will be entitled to a
preliminary injunction, temporary restraining order, other equivalent relief,
restraining the Executive from any actual or threatened breach of Sections 4 or
5 of this Agreement. Notwithstanding the other provisions of this Agreement, in
the event the Executive breaches or otherwise fails to comply with the
provisions of Sections 4 or 5 of this Agreement, then, in addition to any other
remedies provided herein at law or in equity, the Company shall not have any
obligation to make any further payments to the Executive on or after the date of
any such breach or failure. Further, in the event of any such breach or failure
to comply with Sections 4 or 5, the Company has the right, in its sole
discretion, to require the Executive to return any compensation, including, but
not limited to, cash severance, bonus payments, stock option proceeds, or
benefits payments, which the Executive received as a result of the termination.

      10. DEFENSE OF CLAIMS. The Executive agrees that, on and after the
Effective Date, he will cooperate with the Company and its Affiliates in the
defense of any claims that may be made against the Company or its Affiliates to
the extent that such claims may relate to services performed by him for the
Company. After separation of employment, such cooperation will be compensable at
the same annual base salary as paid under the terms of this Agreement (as
prorated for required service period).

      11. SUCCESSORS AND ASSIGNS. This Agreement is personal to the Executive
and without the prior written consent of the Company the Executive's obligations
under this

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Agreement will not be assignable by the Executive. This Agreement will inure to
the benefit of and be binding upon the Company and its successors and assigns.

      12. INDEMNIFICATION. The Executive will be eligible for indemnification as
provided in the Company's Articles of Incorporation or Bylaws or pursuant to
other agreements in effect as of the effective date of this Agreement. In
addition, the Company will maintain directors' and officers' liability insurance
in effect and covering acts and omissions of the Executive, during the Term and
for a period of six years thereafter, on terms customary for companies that are
similar to the Company.

      13. SEPARATION AND RELEASE AGREEMENT. Notwithstanding anything in Section
6 or Section 7 to the contrary and in consideration therefor, severance benefits
thereunder will only become payable by the Company if the Executive executes and
delivers to the Company a Separation and Release Agreement on or after the date
of written notice of termination of Executive's employment and in substantially
the form attached as an example in Exhibit A hereof. The terms of the Separation
and Release Agreement will be subject to the terms of the Executive Employment
Agreement.

      14. NOTICE. Any notice required or permitted to be given under this
Agreement will be in writing, signed by the party or parties giving or making
the same and will be served on the person or persons for whom it was intended or
who should be advised or notified, by Federal Express or other similar overnight
service. If the notice is sent to the Executive, the notice should be sent to
the address listed on the signature page of this Agreement or to such other
address furnished by the Executive in writing in accordance with this Agreement.
If notice is sent to the Company, the notice should be sent to:

                         Ameritrade Holding Corporation
                         4211 South 102nd Street
                         P.O. Box 3288
                         Omaha, Nebraska 68103-0288
                         Attention:  Chief Administrative Officer, with a copy
                         to General Counsel

or to such other address as furnished by the Company in writing in accordance
with this Agreement. Notice and communications will be effective when actually
received by the addressee.

      15.   MISCELLANEOUS.


            (a) This Agreement is subject to and governed by the laws of the
      State of Nebraska, without reference to principles of conflict of laws.

            (b) The failure to insist upon strict compliance with any provision
      of this Agreement will not be deemed to be a waiver of such provision or
      any other provision or right of this Agreement.

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            (c) This Agreement may not be modified except by an agreement in
      writing executed by the parties to this Agreement.

            (d) The invalidity or unenforceability of any provision of this
      Agreement will not affect the validity or enforceability of any other
      provision of this Agreement.

            (e) The Company may withhold from any amounts payable under this
      Agreement such Federal, state or local taxes as may be required to be
      withheld pursuant to any applicable law or regulation.

            (f) This Agreement terminates and supersedes any and all prior
      employment agreements or understandings, written or oral, with the
      Executive and the Company or any of its subsidiaries or Affiliates. The
      obligations of the Executive under Sections 4 and 5 shall survive
      termination of this Agreement to the extent provided in those sections.

            (g) In the event of any dispute or controversy in arbitration
      between the parties, the Company will pay the attorneys fees, costs and
      expenses of the Executive if the Executive prevails.

            (h) Any controversy, claim or dispute arising out of or relating to
      this Agreement or breach thereof will be settled by final, binding and
      nonappealable arbitration (excluding, however, any dispute, controversy or
      claim arising out of Sections 4 or 5 hereof) in Omaha, Nebraska by three
      arbitrators. Except as otherwise expressly provided in this subsection
      (h), the arbitration shall be conducted in accordance with the commercial
      arbitration rules of the American Arbitration Association (the
      "Association") then in effect. One of the arbitrators shall be appointed
      by the Company, one shall be appointed by the Executive and the third
      shall be appointed by the first two arbitrators. If the first two
      arbitrators cannot agree on the third arbitrator within 30 days of the
      appointment of the second arbitrator, then the Association shall appoint
      the third.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
 and year first above written.

                                    AMERITRADE HOLDING CORPORATION

                                    By:   /s/ Joseph H. MOGLIA
                                       ----------------------------------------
                                          Chief Executive Officer

                                    /s/ John R. MacDonald
                                    --------------------------------------------
                                    John R. MacDonald

                                    --------------------------------------------
                                    Street

                                    --------------------------------------------
                                    City, State and Zip Code

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                                 APPENDIX TO:
                         AMERITRADE HOLDING CORPORATION

                         EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement Appendix between AMERITRADE HOLDING
CORPORATION and John R. MacDonald is made effective September 9, 2002.

Paid Time Off/Vacation. The Executive is entitled to 20 days paid time off and
Corporation holidays during calendar year.

/s/ John R. MacDonald                          September 9, 2002
----------------------------------             ---------------------------------
John R. MacDonald                              Date


THE CORPORATION:


/s/ Kurt D. Halvorson                          September 9, 2002
----------------------------------             ---------------------------------
Kurt D. Halvorson - CAO                        Date



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