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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
Vincent Passione (the "Executive"), is made effective February 1, 2002 (the
"Effective Date").

         The Executive is employed as President, Institutional Client Division
of the Company.

         The Company and the Executive desire to set forth in this Agreement,
the terms, conditions and obligations of the parties (which have been in
discussion since June 27, 2001) 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 continue to employ the Executive as
President, Institutional Client Division 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 June 30, 2003, 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:

            (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 and subsequent fiscal years during the Term in accordance
         with the terms and conditions of the MIP Plan with



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         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. In lieu of participating in the MIP
         Plan for fiscal year 2002, the Executive's bonus for fiscal year 2002
         will be $350,000 (the "Guarantee").

            (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 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").


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         For purposes of this Agreement, the term "primary businesses" is
         defined as (i) an online brokerage business, or (ii) a business
         function, 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) 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); 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.

         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



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         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.

            (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.


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         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 as soon as practicable 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 or the Guarantee, 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 or the
         prorated Guarantee, 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.

            (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(f), 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:


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                (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 President, Institutional Client Division.

                (iii) a reduction in the Executive's then current annual base
                      salary; or Target Bonus, or Guarantee for the fiscal year
                      2002.

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

                (v)   non-renewal of this Agreement by the Company by June 30,
                      2003, the end of the "Term" (as provided in Section 2
                      above) upon substantially the same terms and conditions as
                      are set forth herein.

         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 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 or the Guarantee, 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


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            (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:

                (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.


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         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 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 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).

            (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.


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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 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.

         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.

         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 the Company a General Release and Cooperating
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 General Release and Cooperating 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

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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.

            (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.

            (g) In the event of any dispute or controversy between the parties,
         the non-prevailing party will pay the attorneys 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 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 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



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         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/ Vincent Passione
                                            ------------------------------------
                                            Executive's Signature


                                            ------------------------------------
                                            Vincent Passione

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

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