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Exhibit 10.12

                         AMERITRADE HOLDING CORPORATION
                          1996 LONG-TERM INCENTIVE PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT

                                 FOR EXECUTIVES

         THIS AGREEMENT, made and entered into as of AUGUST 5, 2004(the "Grant
Date") by and between Ameritrade Holding Corporation (the "Company") and JOHN J.
RICKETTS (the "Participant");

                                WITNESSETH THAT:

         WHEREAS, the Company maintains the Ameritrade Holding Corporation 1996
Long-Term Incentive Plan (the "Plan"); and

         WHEREAS, the Participant is an employee of the Company and was selected
by the Committee (as defined in the Plan) to receive the grant of an option
under the Plan;

         NOW, THEREFORE, the Company and the Participant hereby agree as
follows;

         1. Grant: Option Price. This Agreement evidences the grant to the
         Participant, pursuant to the terms of the Plan, of an option (the
         "Option") to purchase a total of 750,000 shares of Stock. The Exercise
         Price of each share subject to the Option shall be $10.90. The Option
         is not intended to be, and will not be treated as an "incentive stock
         option" as that term is used in section 422 of the Code.

         2. Vesting. Subject to the terms and conditions of this Agreement, the
         Option shall become vested and exercisable with respect to 1/4 of the
         shares of Stock awarded under this Agreement on the first anniversary
         of the Grant Date, and shall become vested and exercisable with respect
         to an additional 1/4 of the shares of Stock under this Agreement on
         each subsequent anniversary until such time as the Option is fully
         exercisable; provided, however, that no portion of the Option shall
         vest or become exercisable after the date on which the Participant's
         employment with the Company terminates for any reason. Notwithstanding
         the foregoing, if the Participant's employment is terminated pursuant
         to Section 2(B)(iii) or Section 2(C) of the Employment Agreement
         between the Company and the Participant (referred to in such agreement
         as J. Joe Ricketts) made and effective as of October 1, 2001, as
         amended (the "Employment Agreement'), the Option shall continue to vest
         and become exercisable until the earlier of the date that the Option is
         fully exercisable or the expiration of the Term of the Employment
         Agreement (without giving effect to an early termination of the
         Employment Agreement), if earlier; provided, however, that this
         sentence shall apply to provide for vesting of the Option after the
         Participant's termination of employment only if the Committee
         determines that such continued vesting is required by Section 2(B)(iii)
         or Section 2(C) of the Employment Agreement. In the event that the
         Committee determines not to permit the Option to continue vesting after
         the date of such termination in accordance with its terms (without

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         regard to the proviso in the immediately preceding sentence), then the
         Participant shall be entitled to losses and damages, if any, in
         accordance with Section 2(B)(iii) or Section 2(C) of the Employment
         Agreement, as applicable.

         3. Exercise. Subject to the restrictions contained herein, after the
         Option becomes vested or exercisable pursuant to paragraph 2 and prior
         to the Expiration Date (defined below), the Option, to the extent then
         vested or exercisable, may be exercised in whole or in part by filing a
         written notice with the Secretary of the Company at its corporate
         headquarters. The exercise notice must be filed prior to the Expiration
         Date, must specify the number of shares of Stock which the Participant
         elects to purchase and must be accompanied by payment of the Option
         Price (including any applicable withholding taxes) for such shares of
         Stock indicated by the Participant's election. Payment of the Option
         Price (and any applicable withholding taxes) shall be by cash or check
         payable to the Company, by delivery of shares of Stock having an
         aggregate Fair Market Value (valued as of the date of exercise) that is
         equal to the Option Price for the shares of Stock, or any combination
         thereof. The Participant may pay the Option Price by authorizing
         Ameritrade, Inc. (or such other suitable party designated by the
         Company) to sell shares of stock (or a sufficient portion of the
         shares) acquired upon exercise of the Option and remit to the Company a
         sufficient portion of the sale proceeds to pay the entire Option Price
         and any tax withholding resulting from such exercise.

         4. Expiration of Option. The "Expiration Date" for this Option shall be
         the first to occur of the following, as described below, subject to the
         descriptions, definitions, and/or provisions of the Employment
         Agreement:

            a. Notwithstanding the following, in no event shall the Expiration
               Date extend beyond the ten-year anniversary of the Grant Date.

            b. Upon Death or disability (within the meaning of Section 2(B)(i)
               of the Employment Agreement), the Option shall immediately become
               100% vested and the Expiration Date shall be the one-year
               anniversary of the Participant's termination date determined
               under Section 2(B)(i) of the Employment Agreement (after giving
               effect to the notice period);

            c. Upon termination of the Participant's employment by the Company
               for reasons provided in Section 2(B)(ii) of the Employment
               Agreement (relating to termination for cause or the achievement
               of the stock price target), the Option shall be exercisable to
               the extent vested at the time the Participant's employment is
               terminated in accordance with in Section 2(B)(ii) of the
               Employment Agreement and the Expiration Date shall be the
               three-month anniversary of the Participant's termination date.

            d. Upon termination of the Participant's employment by the Company
               for reasons provided in Section 2(B)(iii) of the Employment
               Agreement, or if the Participant's employment is terminated
               pursuant to Section 2(C) of the Employment Agreement, the Option
               shall be exercisable to the extent vested in accordance with
               Section 2 of this Agreement at the time of exercise and the


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               Expiration Date shall be the later of the end of the stated Term
               of the Employment Agreement (without giving effect to an early
               termination of the Employment Agreement) or the two-year
               anniversary of the Participant's termination date; provided,
               however, that the Option shall be exercisable after the two year
               anniversary of the Participant's actual termination date only if
               the Committee determines that such exercise is required by
               Section 2(B)(iii) or Section 2(C) of the Employment Agreement. In
               the event that the Committee determines not to permit the Option
               to continue to remain exercisable after the two-year anniversary
               of such termination date in accordance with its terms (without
               regard to the proviso in the immediately preceding sentence),
               then the Participant shall be entitled to losses and damages, if
               any, in accordance with Section 2(B)(iii) or Section 2(C) of the
               Employment Agreement, as applicable.

            e. Upon a Change of Control, as defined in Section 2(A) of the
               Employment Agreement, the Option shall immediately become 100%
               vested; provided, however, that while the Participant remains
               employed by the Company, the Option will only be exercisable to
               the extent it would have vested according to paragraph 2 of this
               Agreement absent a Change of Control. If the Participant's
               employment with the Company is terminated within twelve months
               from the occurrence of a Change of Control, the Expiration Date
               of the Option shall be the two-year anniversary of the
               Participant's termination date if such two-year anniversary would
               be later than the Expiration Date otherwise determined under the
               foregoing provisions of this Section 4.

         5. Restriction on Sale of Shares. The Participant's right to sell any
         shares acquired by exercise of this Option shall be subject to the
         terms, conditions and restrictions of the Ameritrade equity ownership
         and disposition guidelines.

         6. Nontransferability. The Option shall not be transferable except by
         will or the laws of descent and distribution and shall be exercisable
         during the Participant's lifetime only by the Participant.

         7. Administration. The authority to manage and control the operation
         and administration of this Agreement shall be vested in the Committee
         and the Committee shall have all of the powers with respect to this
         Agreement that it has with respect to the Plan. Any interpretation of
         the Agreement by the Committee and any decision made by it with respect
         to the Agreement is final and binding on all persons.

         8. Plan Governs. Notwithstanding anything in this Agreement to the
         contrary, the terms of this Agreement shall be subject to the terms of
         the Plan, a copy of which may be obtained by the Participant from the
         office of the Secretary of the Company.

         9. Successors. This Agreement shall be binding upon and shall inure to
         the benefit of any assignee or successor in the interest of the
         Company, and shall be binding upon and inure to the benefits of any
         estate, legal representative, beneficiary or heir of the Participant.



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         10. Employee and Shareholder Status. This Agreement does not constitute
         a contract of employment or continued service and does not give the
         Participant the right to be retained as an employee of the Company.
         This Agreement does not confer upon the Participant or any holder
         thereof any right as a shareholder of the Company prior to the issuance
         of Stock pursuant to the exercise of the Option.

         11. Amendment and Severability. This Agreement may be amended by
         written agreement of the Participant and the Company, subject to the
         consent of the Committee, without the consent of any other person. If
         any provision, sub-provision or paragraph of this Agreement is found to
         be unenforceable by a court of competent jurisdiction, it shall not
         impair the enforceability of the other provisions, sub-provisions, and
         paragraphs.

         12. Defined Terms. Unless the context clearly implies or indicates the
         contrary, a word, term or phrase used or defined in the Plan is
         similarly used or defined for purposes of this Agreement.



                                  * * * * * * *

         IN WITNESS WHEREOF, the Participant has hereunto set his or her hand
and the Company has caused these presents to be executed in its name and on its
behalf, all as of the date first above written and the Participant hereby
acknowledges that the terms and conditions of this Agreement have been read and
understood.



                                            PARTICIPANT


                                            /s/ John Joe Ricketts
                                            ------------------------------------


                                            AMERITRADE HOLDING CORPORATION


                                            By:  /s/ Ellen Koplow
                                                 -------------------------------

                                            Its: /s/ EVP and General Counsel
                                                 -------------------------------