<PAGE>
                                                                    EXHIBIT 10.2


                   AMENDED AND RESTATED STOCK PLEDGE AGREEMENT

         THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (the "Stock Pledge
Agreement") is made as of December 28, 2001, by and between FIRST NATIONAL BANK
OF OMAHA, a national banking association having its principal place of business
in Omaha, Nebraska as agent ("FNB-O" or the "Agent") for itself and such
additional Revolving Lenders as may from time to time enter the Amended and
Restated Revolving Credit Agreement (the "Revolving Credit Agreement"), dated as
of December 28, 2001 (collectively, the "Revolving Lenders"), and AMERITRADE
HOLDING CORPORATION (the "Borrower"). All terms not defined in this Stock Pledge
Agreement shall have their respective meanings as set forth in the Revolving
Credit Agreement.

                              W I T N E S S E T H:

         WHEREAS, the Agent, the Revolving Lenders and the Borrower are parties
to the Revolving Credit Agreement, which amends and restates the Existing
Agreement;

         WHEREAS, the Borrower owns 100% of the stock of its Subsidiaries,
including without limitation, Advanced Clearing, Ameritrade (Inc.), and
Accutrade, Inc., and certain shares of NITE Stock;

         WHEREAS, in order to induce the Revolving Lenders to make the loan to
the Borrower and in order to secure the borrower's obligations due to the
Revolving Lenders under the Existing Agreement, and under the notes given in
connection therewith, the Borrower entered into the Stock Pledge Agreement dated
as of January 25, 2000, as amended (the "Existing Stock Pledge Agreement");

         WHEREAS, in order to induce the Revolving Lenders to make the loan to
the Borrower and in order to secure the Borrower's obligations due to the
Revolving Lenders under the Revolving Credit Agreement and under the Notes given
in connection therewith, the Borrower desires to amend and restate the Existing
Stock Pledge Agreement;

         WHEREAS, the Borrower and Revolving Lenders wish to have this Amended
and Restated Stock Pledge Agreement dated as of December 28, 2001, be the
controlling agreement with respect to the matters set forth herein, which shall
supersede the Existing Stock Pledge Agreement; and

         WHEREAS, the Borrower and Revolving Lenders do not intend for this
Amended and Restated Stock Pledge Agreement to be deemed to extinguish any
existing obligations of the Borrower;

         NOW, THEREFORE, as additional consideration for the loans to the
Borrower, the Borrower and the Revolving Lenders hereby agree as follows:

                                 I. DEFINITIONS

         Section 1.1 Definitions. For purposes hereof, the following definitions
shall apply:



<PAGE>

         "Collateral" means the Pledged Stock and the Stock Rights, including
the proceeds of each.

         "Event of Default" means an event described in Section 5.

         "Lien" means any security interest, mortgage, pledge, lien,
encumbrance, title retention agreement, or lessor's interest, in, of or on any
of the Collateral.

         "Obligations" means any and all existing and future indebtedness,
obligations and liability in connection with the Revolving Credit Agreement,
direct or indirect, absolute or contingent (including all renewals, extensions
and modifications thereof and all attorneys' fees incurred by the Agent or the
Revolving Lenders in connection with the collection or enforcement thereof), of
the Borrower to the Agent and the Revolving Lenders.

         "Permitted Encumbrance" means any and all encumbrances existing as of
this date which are listed on Schedule B attached hereto and the lien of any
financial intermediary of the Pledged NITE Stock arising through the Agent or
First National Bank of Omaha, as trustee.

         "Pledged NITE Stock" means the NITE Stock pledged by the Borrower to
the Agent under this Stock Pledge Agreement, as shown on Schedule A, including
any additional NITE Stock pledged to the Agent, including without limitation,
additional NITE Stock pledged in accordance with the provisions of Section 4.3
of this Stock Pledge Agreement.

         "Pledged Stock" means  the Subsidiary Stock and the Pledged NITE Stock.

         "Section" means a numbered section of this Stock Pledge Agreement,
unless another document is specifically referenced.

         "Stock Rights" means any stock, any dividend or other distribution and
any other right or property, including any "securities entitlement," (as defined
in Articles 8 and 9 of the Uniform Commercial Code as adopted by the State of
Nebraska, as amended from time to time, the meaning to be ascribed thereto with
respect to securities entitlements shall be that under the more encompassing of
the two definitions), which the Borrower shall now or hereafter receive or shall
become entitled to receive for any reason whatsoever with respect to, in
substitution for or in exchange for any shares of the Pledged Stock and any
stock, any right to receive stock and any right to receive earnings, in which
the Borrower now has or hereafter acquires any right, in connection with the
Pledged Stock.

         "Subsidiary Stock" shall mean the pledged stock of the Borrower's
Subsidiaries as listed in Schedule A attached hereto, as amended from time to
time, and all additional stock issued to the Borrower in connection with any
Subsidiary.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.


                                     - 2 -
<PAGE>

                              II. SECURITY INTEREST

         Section 2.1 Grant of Security Interest. The Borrower hereby grants to
the Agent for the benefit of the Revolving Lenders a security interest in the
Pledged Stock and all related Stock Rights to secure payment and performance of
the Obligations, including, without limitation, payment of the Notes. The
Pledged Stock shall be delivered to the Agent for the Revolving Lenders together
with appropriate stock powers duly executed in blank; provided, however, that at
the request of the Borrower, the Agent in its sole discretion may permit the
Pledged NITE Stock to be held in book entry on the books of Depository Trust
Company in an account (the "Pledged Account") to be held in the name of and
under the sole control of the Agent, such account to be held on such terms and
conditions as the Agent shall require.

                       III. REPRESENTATIONS AND WARRANTIES

         Section 3.1 Representations and Warranties. The Borrower represents and
warrants to the Agent and the Revolving Lenders that each share of the Pledged
Stock has been duly and validly issued, is fully paid and non-assessable and is
owned by the Borrower free and clear of any Lien, other than the security
interest created by this Stock Pledge Agreement and Permitted Encumbrances as
defined herein.

                                  IV. COVENANTS

         Section 4.1 Affirmative Covenants. From the date of this Stock Pledge
Agreement, and thereafter until this Stock Pledge Agreement is terminated
pursuant to Section 7.15, the Borrower shall:

                  (a) Delivery of Certain Items. Deliver to the Agent any stock
         certificate or instrument evidencing or constituting Collateral,
         including subsequent shares of stock (including stock dividends) of any
         Subsidiary issued to the Borrower and any additional shares of NITE
         Stock as shall be required to be pledged in accordance with the
         provision of Section 4.3 of this Stock Pledge Agreement.

                  (b) Taxes. Pay when due all taxes, assessments and
         governmental charges and levies upon the Collateral, except those being
         contested in good faith by appropriate proceedings and with respect to
         which no Lien exists.

                  (c) Financing Statements and Other Actions. Execute and
         deliver to the Agent all stock powers, financing statements and other
         documents and do such other things from time to time requested by the
         Agent or the Revolving Lenders in order to maintain a first perfected
         security interest in the Collateral in favor of the Agent for the
         Revolving Lenders and to effect a transfer of the Collateral, or any
         part thereof.

                  (d) Reports. Furnish to the Agent such reports relating to the
         Collateral as the Agent or Revolving Lenders may from time to time
         request.

         Section 4.2 Negative Covenants. From the date of this Stock Pledge
Agreement, and thereafter until this Stock Pledge Agreement is terminated
pursuant to Section 7.15, the Borrower shall not:



                                     - 3 -
<PAGE>

                  (a) Liens. Create, incur, or suffer to exist, any Lien on the
         Collateral except the security interest created by the Existing
         Agreement and this Stock Pledge Agreement, Permitted Encumbrances as
         defined herein and Permitted Liens as defined in the Revolving Credit
         Agreement.

                  (b) Disposition of Collateral. Sell or otherwise dispose of
         all or any part of the Collateral, except as permitted in writing by
         the Requisite Revolving Lenders or as expressly permitted under Section
         4.2 of the Revolving Credit Agreement.

                  (c) Changes in Capital Structure of Issuers. (i) Permit or
         suffer any issuer of Subsidiary Stock to dissolve, liquidate, retire
         any of its capital stock, reduce its capital or merge or consolidate
         with any other entity, or (ii) vote any of the Pledged Stock in favor
         of any of the foregoing, except as otherwise permitted in writing by
         the Requisite Revolving Lenders; provided that the broker-dealer
         Subsidiaries of the Borrower may consolidate if (x) the Borrower
         provides the Agent with prior notice of the consolidation, (y) there
         are no Events of Default under the Revolving Credit Agreement and (z)
         all stock of the entity or entities remaining after consolidation of
         the broker-dealer Subsidiaries will have been delivered as collateral
         to the Agent.

                  (d) Issuance of Additional Stock. (i) Permit or suffer the
         issuer of any of the Subsidiary Stock to authorize or issue any
         additional stock, any right to receive stock or any right to receive
         earnings, or (ii) vote any of the Pledged Stock in favor of any of the
         foregoing, except as otherwise permitted in writing by the Requisite
         Revolving Lenders.

         Section 4.3 NITE Stock Covenants. In connection with the NITE Stock,
the Borrower agrees as follows:


                  (a)      Mark to Market. The Borrower represents and warrants
                           that the current Pledged NITE Stock on the date
                           hereof has a market value of at least $28,572,000.00.
                           The Pledged NITE Stock shall be marked to market
                           daily to determine the fair market value of such
                           Collateral. The Borrower shall provide to the Agent
                           weekly a report showing the current fair market value
                           of the Pledged NITE Stock. Such report will be
                           delivered by 5:00 p.m. on the first Business Day of
                           each week showing the fair market value of the
                           Pledged NITE Stock as of the close of the last
                           Business Day of the preceding week.

                  (b)      Additional Pledged NITE Stock. In the event that the
                           fair market value of the Pledged NITE Stock
                           (including any additional Pledged NITE Stock
                           delivered to the Agent pursuant to this Stock Pledge
                           Agreement) on any day is less than $28,572,000.00 or
                           if, on any day, the Principal Loan Amount exceeds 70%
                           of the fair market value of the Pledged NITE Stock on
                           such day, the Borrower shall give notice of such
                           deficiency to the Agent as soon as practicable, but
                           in no event later than three Business Days after the
                           occurrence of such event(s). If, on any day, the
                           Principal Loan Amount then outstanding exceeds 80% of
                           the fair market value of the Pledged NITE Stock on
                           such day, the Borrower shall, within two




                                     - 4 -
<PAGE>

                           Business Days, pay down the Notes or deliver to the
                           Agent, or transfer into the Pledged Account, as
                           applicable, additional NITE Stock such that the
                           Principal Loan Amount then outstanding shall not
                           exceed 70% of the then current fair market value of
                           the Pledged NITE Stock. In the event that the
                           Borrower fails to remedy the collateral deficiency
                           described in the preceding sentence within two
                           Business Days, the Agent on behalf of the Revolving
                           Lenders may require the sale of the Pledged NITE
                           Stock in an amount such that the net proceeds from
                           such sale will be sufficient to reduce the Principal
                           Loan Amount outstanding to an amount not exceeding
                           70% of the fair market value of the remaining Pledged
                           NITE Stock. The Pledged NITE Stock to be sold will be
                           delivered pursuant to a trust receipt to consummate a
                           sale arranged by the Borrower with the net proceeds
                           of such sale to be paid in immediately available
                           funds to the Agent no later than the third Business
                           Day following the release of such stock.

                            V. DEFAULTS AND REMEDIES

         Section 5.1 Events of Default. The occurrence of any one or more Events
of Default under the Revolving Credit Agreement or the failure of the Borrower
to fulfill its obligations under this Stock Pledge Agreement shall constitute an
Event of Default hereunder.

         Section 5.2. Acceleration and Remedies. If any Event of Default occurs
and is continuing, and upon the expiration of any applicable cure period, if
any, upon the election of the Requisite Revolving Lenders, the Obligations,
including accrued interest, shall immediately become due and payable without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived, and the Agent, or if the Agent refuses to act upon the
direction of Requisite Revolving Lenders, the Revolving Lenders may (i) exercise
all rights set forth in Sections 7.2, 7.3 and 7.4, and (ii) may exercise any or
all of the rights and remedies provided (x) in this Stock Pledge Agreement, (y)
in the Nebraska Uniform Commercial Code (the "Nebraska UCC") and in the Delaware
Uniform Commercial Code (the "Delaware UCC") to a secured party when a debtor is
in default under a security agreement and (z) by any other applicable law. Upon
the occurrence of an Event of Default described in Section 6.1(h)(1) or (2) of
the Agreement, acceleration under this Section 5.2 shall occur automatically
without the election, declaration, notice or other act on the part of any of the
Revolving Lenders.

                      VI. WAIVERS, AMENDMENTS AND REMEDIES

         Section 6.1 Waivers, Amendments and Remedies. No delay or omission of
the Agent or Revolving Lenders to exercise any right or remedy granted under
this Stock Pledge Agreement shall impair such right or remedy or be construed to
be a waiver of any Event of Default or an acquiescence therein, and any single
or partial exercise of any such right or remedy shall not preclude other or
further exercise thereof or the exercise of any other right or remedy, and no
waiver, amendment or other variation of the terms, conditions or provisions of
this Stock Pledge Agreement whatsoever shall be valid unless in writing signed
by the Agent, and then only




                                     - 5 -
<PAGE>

to the extent in such writing specifically set forth. All rights and remedies
contained in this Stock Pledge Agreement or by law afforded shall be cumulative
and all shall be available to the Agent and the Revolving Lenders until the
Obligations have been paid and performed in full.

                             VII. GENERAL PROVISIONS

         Section 7.1 Dividends. Unless an Event of Default occurs and is
continuing, any dividends permitted under the Loan Agreement and payable in
connection with the Pledged Stock may be payable to the Borrower.

         Section 7.2 Special Collateral Account. Subject to the provisions of
Section 7.1, all cash received by the Agent or the Revolving Lenders, if any,
with respect to the Collateral shall be deposited in a special collateral
account with the Agent for the Revolving Lenders and shall be held by the Agent
as security for the Obligations. The Borrower shall have no control whatsoever
over said special collateral account. The Agent may, but is not required to, at
any time and from time to time, in its sole discretion, apply any part of the
credit balance in said special collateral account to the payment of the
Obligations, in accordance with the Agreement, whether or not the Obligations
shall be then due.

         Section 7.3 Registration of Pledged Stock. At the option of the Agent,
any registerable Collateral may at any time after the occurrence of an Event of
Default and upon the expiration of any applicable cure period, if any, be
registered in the name of FNB-O or its nominee as agent for the Revolving
Lenders. This right is in addition to any rights the Agent may have as to
Pledged NITE Stock held in the Pledged Account.

         Section 7.4 Exercise of Rights in Pledged Stock. After an Event of
Default occurs and is continuing, and upon the expiration of any applicable cure
period, if any, the Agent or its nominee as agent for the Revolving Lenders may
at any time and from time to time, without notice, exercise all voting and
corporate rights relating to the Collateral, including, without limitation,
exchange, subscription or any other rights, privileges, or options pertaining to
any shares of the Pledged Stock and the Stock Rights as if it were the absolute
owner thereof. At all other times, the Borrower may exercise such rights.

         Section 7.5 Notice of Disposition of Pledged Stock. Notice of the time
and place of any public sale or the time after which any private sale or other
disposition of all or any part of the Collateral may be made shall be reasonable
if sent to the Borrower, addressed as set forth in Article VIII, at least ten
days prior to any such public sale or the time after which any such private sale
or other disposition may be made.

         Section 7.6 Terms of Disposition. The Borrower agrees that the private
sale or other private disposition of Collateral consisting of securities shall
be commercially reasonable notwithstanding the possibility that a substantially
higher price might be realized if such sale or other disposition were public and
deferred until after registration under the Securities Act of 1933, as amended,
or compliance with any other applicable securities laws.



                                     - 6 -
<PAGE>

         Section 7.7 Possession of Collateral; Disclaimer. Beyond the exercise
of reasonable care to assure the safe custody of the Collateral in the physical
possession of the Agent pursuant hereto, neither the Agent nor the Revolving
Lenders shall have any duty or liability to collect any sums due in respect
thereof or to protect, preserve or exercise any rights pertaining thereto, and
the Agent and each Revolving Lender shall be relieved of all responsibility for
the Collateral upon surrendering it to the Borrower. No course of dealing
between the Borrower and the Agent or the Revolving Lenders, nor any failure to
exercise nor any delay in exercising, on the part of the Agent or the Revolving
Lenders, any right, power or privilege hereunder or with respect to the
Obligations shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or thereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided and provided in all other
agreements, instruments and documents delivered, or to be delivered, pursuant to
or in connection with or to evidence any of the Obligations are cumulative and
are in addition to, and not exclusive of, any rights and remedies of a secured
party under the Nebraska UCC or the Delaware UCC. The provisions of this Stock
Pledge Agreement are severable and if any clause or provision thereof shall be
held invalid or unenforceable in whole or in part, then such invalidity or
unenforceability shall attach only to such clause or provision, or part thereof,
and shall not in any manner affect such clause or provision in any other
jurisdiction or any other clause or provision in this Stock Pledge Agreement or
any jurisdiction.

         Section 7.8 Specific Performance of Certain Covenants. The Borrower
acknowledges and agrees that a breach of any of the covenants contained in
Sections 4.1(a), 4.1(d) or 4.2 will cause irreparable injury to the Revolving
Lenders, that the Revolving Lenders have no adequate remedy at law in respect of
such breaches and therefore agrees, without limiting the right of the Revolving
Lenders to seek and obtain specific performance of other obligations of the
Borrower contained in this Stock Pledge Agreement, that the covenants of the
Borrower contained in the Sections referred to in this Section 7.8 shall be
specifically enforceable against the Borrower.

         Section 7.9 Definition of Certain Terms. Terms defined in the Nebraska
UCC which are not otherwise defined in this Stock Pledge Agreement are used in
this Stock Pledge Agreement as defined in the Nebraska UCC as in effect on the
date hereof.

         Section 7.10 Benefit of Agreement. The terms and provisions of this
Stock Pledge Agreement shall be binding upon and inure to the benefit of the
Borrower, the Agent and the Revolving Lenders and their respective successors
and assignees, except that the Borrower shall not have the right to assign its
rights nor delegate its duties under this Stock Pledge Agreement, without the
prior written consent of all the Revolving Lenders.

         Section 7.11 Survival of Representations. All representations and
warranties of the Borrower contained in this Stock Pledge Agreement shall
survive the execution and delivery of this Stock Pledge Agreement.

         Section 7.12 Taxes and Expenses. The Borrower will upon demand pay to
the Agent (i) any taxes (excluding income taxes) payable or ruled payable by
federal or state authority in respect of this Stock Pledge Agreement, together
with interest and penalties, if any, and (ii) all




                                     - 7 -
<PAGE>

reasonable expenses, including the reasonable and documented fees and expenses
of counsel for the Agent and the Revolving Lenders (which may be employees of
the Agent or another Revolving Lender) and of any experts and agents that the
Revolving Lenders may incur in connection with (a) the administration of this
Stock Pledge Agreement, (b) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Pledged Stock, (c) the
exercise or enforcement of any of the rights of the Revolving Lenders hereunder,
or (d) the failure of the Borrower to perform or observe any of the provisions
hereof or of the Revolving Credit Agreement.

         Section 7.13 Choice of Law. This Stock Pledge Agreement shall be
construed in accordance with the laws of the State of Nebraska.

         Section 7.14 Headings. The title of and section headings in this Stock
Pledge Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the terms and provisions of this Stock Pledge
Agreement.

         Section 7.15 Termination. This Stock Pledge Agreement shall continue in
effect (notwithstanding the fact that from time to time there may be no
Obligations outstanding) until the Borrower has received written notice from the
Revolving Lenders electing to terminate this Stock Pledge Agreement or the
Revolving Credit Agreement is terminated and there are no Obligations
outstanding (other than contingent obligations which, by their terms, survive
termination of the Revolving Credit Agreement). Upon such termination, the Agent
shall promptly return to Borrower all certificates and documents in its
possession representing Collateral hereunder and execute and deliver to Borrower
such releases and documents as Borrower shall reasonably request to evidence
such termination.

         Section 7.16 Counterparts. This Stock Pledge Agreement may be executed
in several counterparts and such counterparts together shall constitute one and
the same instrument.

                                  VIII. NOTICES

         Section 8.1 Sending Notices. Any notice required or permitted to be
given under this Stock Pledge Agreement may be, and shall be deemed, given and
sent when deposited in the United States mail, postage prepaid, or by telegraph
or telex when delivered to the appropriate office for transmission, charges
prepaid, addressed:

         To the Borrower:

                  AMERITRADE HOLDING CORPORATION
                  4211 South 102nd Street
                  Omaha, Nebraska 68127
                  Attention: Chief Financial Officer

         To the Agent and the Revolving Lenders:

                  FIRST NATIONAL BANK OF OMAHA
                  One First National Center
                  Omaha, Nebraska  68102
                  Attention: James P. Bonham



                                     - 8 -
<PAGE>

                                   IX. WAIVERS

         Section 9.1 Waivers. By execution of this Stock Pledge Agreement, the
Borrower intends that the Collateral shall be absolutely and unconditionally
available to secure the prompt payment when due of all Obligations, irrespective
of the unenforceability, illegality or invalidity of such obligations or the
unenforceability, illegality, invalidity or insufficiency of any security
therefor, together with all reasonable and documented costs, expenses and
attorneys' fees incurred by the Revolving Lenders in connection with any Event
of Default.

         It shall not be necessary to procure the consent of the Borrower or to
give any notice in reference to: (i) any settlement, renewal, extension,
modification, release, waiver, discharge or variation of terms of any of the
obligations of the Borrower, any other guarantor or any other interested person,
by operation of law or otherwise; (ii) any acceptance of partial payments from
the Borrower; (iii) any impairment, release, collection or liquidation of any
collateral for the Obligations; (iv) any acceptance of new or additional
documents, instruments or agreements in satisfaction or substitution of the
Obligations; (v) any failure to file, record or register any security document,
to preserve or protect the collateral obtained thereby, or to perfect the
security interest therein; or (vi) any other failure of the Agent or the
Revolving Lenders to exercise or enforce any of their rights against the
Borrower.

         The Borrower hereby expressly waives and dispenses with notice of
acceptance of this Stock Pledge Agreement, notices of non-payment, default,
non-performance or protest, notice of the amount of indebtedness outstanding at
any time, presentments, protests, demands, prosecution of collection,
foreclosure and possessory remedies, all exemption and homestead laws, and all
setoffs and counterclaims.

         If a claim is made upon the Agent or the Revolving Lenders for
repayment or recovery of any amount(s) or other value received by the Agent or
the Revolving Lenders, from any source, in payment of or on account of the
Obligations and the Agent or the Revolving Lenders pay or otherwise become
liable for such claim by reason of any judgment, decree or order or by reason of
any compromise or settlement of such claim, this Stock Pledge Agreement shall
remain in full force and effect to the same extent as if such amount has never
been received by the Agent or the Revolving Lenders, notwithstanding any
termination hereof or the cancellation of any note or other agreement evidencing
the Obligations.

         The Borrower by its signature below, does hereby waive for purposes of
the security interest granted by this Stock Pledge Agreement (including, without
limitation, for purposes of any necessary enforcement thereof) any transfer
restrictions set forth within the Borrower's Articles of Incorporation.




                                     - 9 -
<PAGE>

         IN WITNESS WHEREOF, the Borrower and the Agent have executed this Stock
Pledge Agreement as of the date first above written.

                                    AMERITRADE HOLDING CORPORATION


                                    By /s/ William J. Gerber
                                       -----------------------------------------

                                    Title Managing Director of Finance
                                          --------------------------------------


                                    FIRST NATIONAL BANK OF OMAHA, as Agent
                                    for itself and the other Revolving Lenders


                                    By /s/ JP Bonham
                                      ------------------------------------------

                                    Title Vice President
                                         ---------------------------------------






                                     - 10 -
<PAGE>


                           ACKNOWLEDGMENT AND CONSENT

         The undersigned hereby acknowledge and consent as follows:

         a. the Pledged NITE Stock (as defined in the foregoing Pledge
         Agreement) will be held by First National Bank of Omaha, trust
         department, (the "Trustee") solely on behalf of First National Bank of
         Omaha, as agent (the "Agent") for the Revolving Lenders specified in
         the Pledge Agreement;

         b. the Trustee is holding such stock solely for the Agent and such
         holding will constitute possession of the Pledged NITE Stock for
         purposes of perfecting the Agent's interest therein;

         c. the Trustee shall be permitted to follow the directions given by the
         Agent in connection with the Pledged NITE Stock; provided, however,
         that prior to the Trustee's receipt of notice from the Agent that an
         event of default or an event which with the passage of time or notice
         or both would constitute an Event of Default, the Borrower shall be
         permitted to exercise the rights specified in Section 7.4 of the Pledge
         Agreement;

         d. the Trustee shall be permitted to rely upon the advice of counsel
         selected by it, and, absent the Trustee's gross negligence or willful
         misconduct, shall not be liable for any actions taken in good faith to
         carry out its duties hereunder; and

         e. upon receipt of the applicable invoice, the Borrower shall pay the
         Trustee's $1,200 annual fee during each year that the Pledged NITE
         Stock is held under this Pledge Agreement.

         Dated as of this 28th day of December, 2001.

TRUSTEE:                                    AGENT:

FIRST NATIONAL BANK OF                      FIRST NATIONAL BANK OF OMAHA
OMAHA, Trust Department

By:  /s/ John Doyle                         By: /s/ James P. Bonham
   ---------------------------------           ---------------------------------
Its: Vice President                         Its: Vice President
    --------------------------------            --------------------------------


BORROWER:

AMERITRADE HOLDING CORPORATION

By:  /s/ William J. Gerber                  By:
    --------------------------------           --------------------------------
Its: Managing Director of Finance           Its:
    --------------------------------            --------------------------------



                                     - 11 -
<PAGE>

                                   SCHEDULE A

                                  PLEDGED STOCK


<TABLE>
<CAPTION>

Owner                           Issuer                                No. of Shares      Certificate No.(s)
-----                           ------                                -------------      ------------------
<S>                             <C>                                   <C>                <C>
World Securities, Inc.(1)       First National Brokerage Services,           5,000                   2
                                Inc.(2)

Ameritrade Holding Corporation  Advanced Clearing, Inc.                      7,559                  20

Ameritrade Holding Corporation  Ameritrade (Inc.)                            6,000                   3

Ameritrade Holding Corporation  The R. J. Forbes Group, Inc.(6)              1,250                  12

Ameritrade Holding Corporation  K. Aufhauser & Company, Inc.(3)                 25                   6

American Holding Corporation    All American Brokers, Inc.(4)              100,000                   8

Ameritrade Holding Corporation  OnMoney, Inc.(5)                             1,000                   2

Ameritrade Holding Corporation  Knight Trading Group, Inc.               1,650,000            KTI 3035

                                                                           100,000            KTI 6413
                                                                           250,000            KTI 6414
                                                                           250,000            KTI 6415
                                                                           250,000            KTI 6416

</TABLE>

--------

     (1) World Securities, Inc. changed its name to TransTerra Co. on November
18, 1987. Trans Terra Co. merged with Ameritrade Holding Corporation on
September 27, 1996 with Ameritrade Holding Corporation being the surviving
entity.


     (2) First National Brokerage Services, Inc. changed its name to Accutrade,
Inc. on May 24, 1983.

     (3) K. Aufthauser & Company, Inc. changed its name to Freetrade.com, Inc.
on January 10, 2000.

     (4) All American Brokers, Inc. changed its name to AmeriVest, Inc. on
November 18, 1997.

     (5) OnMoney, Inc. was merged with OnMoney Financial Services Corporation on
May 24, 1997.

     (6) The R.J. Forbes Group, Inc. changed its name to Ameritrade
Institutional Services, Inc.








                                     - 12 -
<PAGE>
<TABLE>
<CAPTION>

Owner                           Issuer                                No. of Shares      Certificate No.(s)
-----                           ------                                -------------      ------------------
<S>                             <C>                                   <C>                <C>
                                                                           250,000            KTI 6417
                                                                           250,000            KTI 6418
                                                                           250,000            KTI 6419
                                                                           250,000            KTI 6420
                                                                           250,000            KTI 6421
                                                                           250,000            KTI 6422
                                                                         ---------
                                         Total NITE Shares               4,000,000

                                                                         plus such additional
                                                                         shares as are required
                                                                         to be delivered pursuant
                                                                         to the Stock Pledge
                                                                         Agreement
</TABLE>


                                     - 13 -
<PAGE>


<TABLE>
<CAPTION>
Owner                           Issuer                                No. of Shares      Certificate No.(s)
-----                           ------                                -------------      ------------------
<S>                             <C>                                   <C>                 <C>
Ameritrade Holding              TradeCast, Inc.                             1,000                     1
Corporation

OnMoney Financial Services      Financial Passport, Inc.                    1,000                 00254
Corporation

Ameritrade Holding              Nebraska Hudson Company,
Corporation                     Inc.
                                                                           ------                ------
Ameritrade Holding              Ten Bagger Incorporated                    ______                ______
Corporation

Ameritrade Holding              Ameritrade Canada, Inc.                    ______                ______
Corporation

Ameritrade Holding              Ameritrade International
Corporation                     Company, Inc.
                                                                           ------                ------
</TABLE>




                                     - 14 -
<PAGE>




                                   SCHEDULE B

                             PERMITTED ENCUMBRANCES


                                      None



                                     - 15 -