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                                                                    EXHIBIT 10.2

                         AMERITRADE HOLDING CORPORATION
                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive Employment Agreement (the "Agreement") between
AMERITRADE HOLDING CORPORATION, a Delaware corporation (the "Company") and
Michael Feigeles (the "Executive"), is made effective February 28, 2003 (the
"Effective Date").

                                    Recitals

         The Executive desires to be employed as a member of the Executive
Management Team of the Company and Company desires to employ the Executive.

         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.

         Accordingly, the Company and the Executive agree as follows:

         1. EMPLOYMENT. The Company will employ the Executive as an Executive
Vice President and a member of the Executive Management Team or a comparable
position as described in Section 6(e)(ii) below, upon the terms and conditions
set forth in this Agreement. The Executive's primary office shall be located in
Jersey City, New Jersey. 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 of Agreement") will be the period beginning on
the Effective Date and ending on the second anniversary of the Effective Date,
unless earlier terminated in accordance with Section 6 below. Notwithstanding
the foregoing, upon a "Change of Control" (as defined in Section 7 below), the
Term of 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:

(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 2003 (on a prorated basis from Effective Date through fiscal year
         end) and subsequent fiscal years during the Term in accordance with the
         terms and conditions of the MIP Plan (the "Bonus"). The annual


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         Bonus received by the Executive for fiscal year 2003 is guaranteed to
         be no less than $350,000 pro-rated for period of service during the
         fiscal year, and the annual Bonus received by the Executive for the
         remainder of Term of Agreement following fiscal year 2003 is guaranteed
         to equal or exceed the amount of the Executive's annual base salary as
         of the end of the fiscal year for which such Bonus is paid. To ensure
         that Executive will receive his Bonus guarantee over the Term, Company
         shall pay Executive 5/12ths of Executive's annual base salary on or
         about March 1, 2005. The Bonus to be paid Executive for fiscal year
         2005 will therefore be reduced, but not below zero, by the payment made
         on or about March 1, 2005. The Executive will also be eligible to
         participate in any upside potential on his annual incentive, based upon
         outstanding performance, as 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. Bonus
         payments under this section shall be made on the same date as the other
         executives in the MIP Plan.

                  (c) Long-Term Incentive Plan and Options. Beginning on the
         Effective Date, 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. In
         addition, the Executive shall be granted 500,000 options on his first
         day of employment with a strike price equal to the closing price of the
         Company's publicly traded stock on that date (the "Kick start
         Options"). The Kick-start Options shall vest at a rate of 250,000 on
         each anniversary of the grant date, until fully vested. Such Kick-start
         Options shall be governed by the terms of the separate Non-Qualified
         Stock Option Agreement.

                  (d) Deferred Compensation Program. Beginning on the Effective
         Date, the Executive will be entitled 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. One purpose of the Deferred Compensation Program is to provide
         a vehicle for the Executive to meet his Equity Ownership Guideline
         Requirements ("EOG") as determined by the Compensation Committee. The
         Executive's EOG shall not exceed $350,000, to be fulfilled by the
         Executive over 4 years at the rate of 25% each year, in accordance with
         the provisions of the EOG. Further, Executive shall have 15 months from
         Effective Date to meet the first 25% requirement under the EOG.

                  (e) Benefits and Perquisites. The Executive will also receive
         all other 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.



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         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 or 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 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 business
         competitive with the Company ("Competitive Business") conducted by the
         Company 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. For purposes of this Agreement, the term "Competitive
         Business" is defined as (i) an online brokerage business, or (ii) a
         business function, product or service for which the Executive was
         responsible or developed 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 exercise control, will directly
         or indirectly (i) 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) 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) 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), provided,
         however, that this provision shall not preclude any business in which
         the Executive may engage or participate in from hiring any such
         employee who responds to a public announcement or advertisement placed
         by the business as long as Executive does not exercise any control over
         the business; and



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                  (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.


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, 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



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         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.

                  (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 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 30 days following the Date of
         Termination (i) the unpaid portion of the Executive's then current
         annual base salary through the Date of Termination, (ii) all accrued
         but unused vacation and personal days through the Date of Termination
         in accordance with company policy, and (iii) the Bonus under the MIP
         Plan, for the fiscal year in which the Date of Termination occurs, the
         payments in (iii) being 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 the payments in (iii) above. 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. Nothing in this paragraph, however, releases or diminishes any
         vested monies or other vested benefits to which the Executive is
         entitled, under or pursuant to any qualified savings or retirement plan
         of the Company.

                  (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 more than six (6)
         consecutive months, or if the Executive should die



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         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.

                  (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 prior 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 or
                           responsibilities, excluding for this purpose (1) an
                           isolated, unsubstantial or inadvertent action not
                           taken in bad faith and promptly 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 and guaranteed bonus during the Term
                           for the Executive, and no change in participation as
                           a member of the Executive Management Team;

                  (iii)    a reduction in the Executive's then current annual
                           base salary, or Bonus during the Term of Agreement;

                  (iv)     any relocation of Executive's base office in Jersey
                           City, New Jersey to an office that is more than 50
                           miles from the Executive's place of residence as of
                           the Effective Date;

                  (v)      failure of any successor to the company (whether
                           direct or indirect and whether by merger,
                           acquisition, consolidation, or otherwise) to assume
                           in a writing delivered to Executive upon the assignee
                           becoming such, the obligations of the Company
                           hereunder;


         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:


                  (vi)     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 in a lump sum within 30 days
                           following such termination of employment in lieu of
                           payment on the Company's 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");

                  (vii)    the Executive will receive an amount equal to the
                           bonus he is entitled to receive under the MIP Plan,
                           as provided for in 3(b), for the Severance Period,
                           payable in a lump sum within 30 days following such
                           termination of employment in lieu of payment at such
                           time as bonuses are generally payable for other
                           participants under the MIP Plan;

                  (viii)   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, all such premiums to be paid by
                           the Company. At the conclusion of the Severance
                           Period, the Executive may be eligible to continue
                           COBRA coverage as provided by law, but he will then
                           be responsible for the full COBRA premium.

         The foregoing will be in lieu of all salary, bonuses or incentive or
         performance based compensation for the period following the date of
         termination, 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.

         At the end of the Term of Agreement, 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
         Term of Agreement and ending on the date specified by the Company,
         which shall not be later than the first anniversary of expiration of
         the Term of Agreement, 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



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         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, upon delivery of notice for Termination for Cause, to
         terminate the Executive's employment under this Agreement prior to the
         expiration of the Term of Agreement for reason of Cause. "Cause" means:

                  (i)      the willful 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
                           specifying such failure;

                  (ii)     the willful engaging by the Executive in conduct
                           which, in the reasonable judgement of the Board, is
                           materially injurious to the Company, monetarily or
                           otherwise, which conduct continues for ten days
                           following receipt of notice specifying such conduct;

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

                  Notice of Termination for Cause. A Notice of Termination for
                  Cause shall mean a written notice that shall indicate the
                  specific termination provision above relied upon and shall set
                  forth in reasonable detail the facts and circumstances, which
                  provide for a basis for Termination for Cause. Notwithstanding
                  anything to the contrary contained in this Agreement, in the
                  event that a period of notice of termination is required to be
                  given by either party, the Company may, in its sole discretion
                  and subject to Executive's right to cure provided in
                  subsection (i) above, choose to have the notice effective
                  immediately, provided the Company will be obligated to provide
                  the Executive with the compensation and benefits to which he
                  is entitled, as an employee, for the entire notice period.

         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:



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                  (i)      the completion of a plan of complete liquidation of
                           the Company which has been approved by the Company's
                           shareholders and/or Board, as applicable;

                  (ii)     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


                  (iii)    the consummation of a merger, acquisition, or
                           consolidation of the Company with any other
                           corporation or entity other than (1) a merger,
                           acquisition 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, acquisition or consolidation or (2) a merger,
                           acquisition or consolidation effected to implement a
                           recapitalization of the Company (or similar
                           transaction).


                  (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 at any time 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)(vii) and
         6(e)(viii) 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)(vii) and 6(e)(viii). In addition, upon a Change of
         Control, whether or not a termination occurs, all options then held by
         the Executive shall be immediately vested. Such options shall be
         exercisable in accordance with the terms of the Executive's
         Non-Qualified Stock Option Agreement.

         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.



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         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 material violation of
Sections 4 or 5 of this Agreement and agrees that the Company, in addition to
other remedies available to it for such material breach or threatened breach
will be entitled to a preliminary injunction, temporary restraining order, other
equivalent relief, restraining the Executive from any such actual or threatened
breach of Sections 4 or 5 of this Agreement. Furthermore, and subject to the
provisions set forth in the last sentence, in the event the Executive materially
breaches the provisions of Sections 4 or 5 of this Agreement as determined by
the CEO and Chairman of the Company, then, in addition to any other remedies
provided herein at law or in equity, the Company shall a) not have any
obligation to make any further payments to the Executive on or after the date of
any such breach or failure; and b) Company has the right 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. Notwithstanding the
rights of the Company set forth in the preceding sentence, Company agrees that
it will refrain from unilaterally taking the actions permitted in (a) and (b)
above only with regard to the Company's allegations that the Executive breached
Sections 4(b)(i), (ii), (iii) and 4(c)(ii) of the Agreement if (i) the Executive
disputes the allegations in writing within 10 business days of notification by
the Company and (ii) the parties submit the dispute to arbitration as provided
in Section 15(h) below and (iii) Executive places all remuneration he received
and continues to receive from the Company as provided in Subsections (a) and (b)
above into an escrow account to be released to the prevailing party as
determined in the arbitration.

         10. DEFENSE OF CLAIMS. The Executive agrees that, on and after the
Effective Date, he will reasonably cooperate with the Company and its Affiliates
(at Company's expense) 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.

         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 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. The Company shall pay all costs, including all
reasonable legal fees, arising from any litigation in which Executive is named a
party due to his employment by the Company, subject to the Company's Articles of
Incorporation or Bylaws or its directors' and officers' liability insurance.

         13. GENERAL RELEASE AND COOPERATION 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



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the Company a General Release and Cooperating Agreement on or after the date of
written notice of termination of Executive's employment and the release to be in
substantially the form attached as an example in Exhibit A hereof. The terms of
the General Release and Cooperating Agreement will reflect the post employment
rights and obligations provided under 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, United States of America, 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.

                  (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.



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<PAGE>

                  (g) In the event of any dispute or controversy between the
         parties, the non-prevailing party shall pay the attorney fees, costs
         and expenses of the prevailing party.

                  (h) Any controversy, claim or dispute arising out of or
         relating to this Agreement or breach thereof including, but not limited
         to, determination of reasonableness as provided for under paragraph
         6(g) herein, will be settled by final, binding and nonappealable
         arbitration (excluding, however, any dispute, controversy or claim
         arising out of Sections 4 or 5 but only to the extent not specifically
         made subject to arbitration by Section 9 hereof) in Jersey City, New
         Jersey by three arbitrators. Except as otherwise expressly provided in
         this subsection (h), the arbitration shall be conducted in accordance
         with the rules of the American Arbitration Association (the
         "Association") then in effect. The Company shall appoint one of the
         arbitrators. The Executive shall also appoint one of the arbitrators.
         And, finally, the first two arbitrators shall appoint the third. 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. All expenses of such arbitration, including
         fees and expenses of counsel, shall be borne by the Company unless the
         arbitrators determine that the Executive's position was overall
         frivolous or otherwise taken in bad faith, in which case the
         arbitrators may determine that the Executive shall bear his own legal
         fees.




         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


                         Agreed and Accepted:

                         /s/ Michael Feigeles
                         ------------------------------------------
                         Michael Feigeles

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

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







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