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                                                                   Exhibit 10.21








                         AMERITRADE HOLDING CORPORATION
                          1996 LONG-TERM INCENTIVE PLAN
                          -----------------------------

           (As Amended and Restated Effective as of October 23, 1999)















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                         AMERITRADE HOLDING CORPORATION
                         ------------------------------

                                   Certificate
                                   -----------

         I ____________, ____________, of Ameritrade Holding Corporation, having
in my custody and possession the corporate records of said corporation, do
hereby certify that attached hereto is a true and correct copy of the Ameritrade
Holding Corporation 1996 Long-Term Incentive Plan, as amended and restated
effective as of October 23, 1999.

                     WITNESS my hand this    day of    , 1999.
                                          ---       ---



                                              ---------------------------------
                                                         As Aforesaid



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                         AMERITRADE HOLDING CORPORATION
                          1996 LONG-TERM INCENTIVE PLAN
                          -----------------------------

           (As Amended and Restated Effective as of October 23, 1999)


         1. History and Purpose. The Ameritrade Holding Corporation 1996
Long-Term Incentive Plan (the "Plan") was previously adopted effective as of
October 1, 1996 to increase stockholder value and to advance the interests of
Ameritrade Holding Corporation ("Ameritrade") and its subsidiaries
(collectively, the "Company") by awarding equity and performance based
incentives designed to attract, retain and motivate employees. The following
constitutes an amendment, restatement and continuation of the Plan effective as
of October 23, 1999 (the "Effective Date"). As used in the Plan, the term
"subsidiary" means any business, whether or not incorporated, in which
Ameritrade has an ownership interest.

         2.     Administration.

         2.1. Administration by Board or Committee. The Plan shall be
administered by the entire Board of Directors of Ameritrade (the "Board") or a
Committee of the Board (the "Committee") consisting of two or more non-employee
directors within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and "outside directors"
within the meaning of Treasury Reg. Section 1.162-27(e)(3). Notwithstanding the
foregoing, the Board or the Committee, as applicable and subject to the terms
and conditions of the Plan, may delegate to any individual (or individuals) who
are then serving as a member(s) of the Board (the "Committee Designate") the
authority to act as a subcommittee of the Board or Committee, as applicable, for
the purposes of making grants or awards under the Plan to such employees of the
Company and its subsidiaries who are not subject to section 16(a) of the
Exchange Act as the Committee Designate shall determine in his or her sole
discretion. The Committee Designate shall have the authority and duties of the
Committee with respect to such grants or awards.

         2.2. Authority. Subject to the provisions of the Plan, the Board or the
Committee shall have the authority to (a) manage and control the operation of
the Plan, (b) interpret and construe the provisions of the Plan, and prescribe,
amend and rescind rules and regulations relating to the Plan, (c) make Awards
under the Plan, in such forms and amounts and subject to such restrictions,
limitations and conditions as it deems appropriate, including, without
limitation, Awards which are made in combination with or in tandem with other
Awards (whether or not contemporaneously granted) or compensation or in lieu of
current or deferred compensation, (d) modify the terms of, cancel and reissue,
or repurchase outstanding Awards, (e) prescribe the form of agreement,
certificate or other instrument evidencing any Award under the Plan, (f) correct
any defect or omission and reconcile any inconsistency in the Plan or in any
Award hereunder, and (g) make all other determinations and take all other
actions as it deems necessary or desirable for the implementation and
administration of the Plan; provided, however, that in no event shall the Board
or the Committee cancel or modify any outstanding Option for the purpose of
reissuing an additional option to the option holder at a lower exercise price.
The determination of the

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Board or the Committee on matters within its authority shall be conclusive and
binding on the Company and all other persons.

         3. Participation. Subject to the terms and conditions of the Plan, the
Board or the Committee shall determine and designate, from time to time, from
among the employees of the Company and its subsidiaries those persons who will
be granted one or more Awards under the Plan, and thereby become "Participants"
in the Plan. In the discretion of the Board or the Committee, and subject to the
terms of the Plan, a Participant may be granted any Award permitted under the
provisions of the Plan, and more than one Award may be granted to a Participant.
Except as otherwise agreed by the Board or the Committee and the Participant, or
except as otherwise provided in the Plan, an Award under the Plan shall not
affect any previous Award under the Plan or an award under any other plan
maintained by the Company. For purposes of the Plan, the term "Award" shall mean
any award or benefit granted to any Participant under the Plan.

         4. Definition of Fair Market Value. For purposes of the Plan, the "Fair
Market Value" of a share of common stock of Ameritrade ("Stock") as of any date
shall be the closing market composite price for such Stock as reported on NASDAQ
on that date or, if Stock is not traded on that date, on the next preceding date
on which Stock was traded.

         5.   Shares Subject to the Plan.

         5.1. Number of Shares Reserved. The shares of Stock with respect to
which Awards may be made under the Plan shall be shares currently authorized but
unissued or currently held or subsequently acquired by Ameritrade as treasury
shares, including shares purchased in the open market or in private
transactions. Subject to the provisions of subsection 5.4, the number of shares
of Stock which may be issued with respect to Awards under the Plan shall not
exceed 9,600,000 shares in the aggregate.

         5.2. Individual Limits on Awards. Notwithstanding any other provision
of the Plan to the contrary, the maximum aggregate number of shares of Stock
that may be granted or awarded to any Participant under the Plan for any
calendar year shall be 1,920,000 and the maximum aggregate cash payout with
respect to grants or awards under the Plan in any calendar year to any Covered
Employee shall be $2,500,000. The determination made under the foregoing
provisions of this subsection 5.2 shall be based on the shares subject to the
Awards at the time of grant, regardless of when the Awards become exercisable.

         5.3.   Reusage of Shares.

         (a)    In the event of the exercise or termination (by reason of
                forfeiture, expiration, cancellation, surrender or otherwise) of
                any Award under the Plan, that number of shares of Stock that
                was subject to the Award but not delivered shall again be
                available for Awards under the Plan.

         (b)    In the event that shares of Stock are delivered under the Plan
                as a Stock Award (as

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                defined in Section 8) and are thereafter forfeited or reacquired
                by the Company pursuant to rights reserved upon the award
                thereof, such forfeited or reacquired shares shall again be
                available for awards under the Plan.

         (c)    Notwithstanding the provisions of paragraphs (a) or (b), the
                following shares shall not be available for reissuance under the
                Plan: (i) shares with respect to which the Participant has
                received the benefits of ownership (other than voting rights),
                either in the form of dividends or otherwise; (ii) shares which
                are withheld from any award or payment under the Plan to satisfy
                tax withholding obligations (as described in subsection 11.4)
                (iii) shares which are surrendered to fulfill tax obligations
                (as described in subsection 11.4); and (iv) shares which are
                surrendered in payment of the Option Price (as defined in
                subsection 6.3) upon the exercise of an Option.

         5.4. Adjustments to Shares Reserved. In the event of any merger,
consolidation, reorganization, recapitalization, spinoff, stock dividend, stock
split, reverse stock split, exchange or other distribution with respect to
shares of Stock or other change in the corporate structure or capitalization
affecting the Stock, the type and number of shares of stock which are or may be
subject to awards under the Plan and the terms of any outstanding awards
(including the price at which shares of stock may be issued pursuant to an
outstanding award) shall be equitably adjusted by the Board or the Committee, in
its sole discretion, to preserve the value of benefits awarded or to be awarded
to Participants under the Plan.

         6.   Options.

         6.1. Definitions. The grant of an "Option" under this Section 6
entitles the Participant to purchase shares of Stock at the Option Price
(determined under subsection 6.3), subject to the terms of this Section 6.
Options granted under this Section 6 may be either Incentive Stock Options or
Non-Qualified Stock Options, as determined in the discretion of the Board or the
Committee. An "Incentive Stock Option" is an Option that is intended to satisfy
the requirements applicable to an "incentive stock option" described in section
422(b) of the Code. A "Non-Qualified Option" is an Option that is not intended
to be an "incentive stock option" as that term is described in section 422(b) of
the Code.

         6.2. Restrictions Relating to Incentive Stock Options. To the extent
that the aggregate fair market value of Stock with respect to which Incentive
Stock Options are exercisable for the first time by any individual during any
calendar year (under all plans of the Company) exceeds $100,000, such options
shall be treated as Non-Qualified Stock Options, to the extent required by
section 422 of the Code.

         6.3. Option Price. The price at which shares of Stock may be purchased
upon the exercise of an Option (the "Option Price") shall be established by the
Board or the Committee or shall be determined by a method established by the
Board or the Committee at the time the Option is granted; provided, however,
that in no event shall such price be less than the greater of: (i) 100% of the
Fair Market Value (as defined in Section 4) of a share of Stock as of the date
on


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which the Option is granted; or (ii) the par value of a share of Stock on such
date.

         6.4. Exercise. Except as otherwise expressly provided in the Plan, an
Option may be exercised, in whole or in part, in accordance with terms and
conditions established by the Board or the Committee at the time of grant;
provided, however, that no Option shall be exercisable after the Expiration Date
(as defined in Section 11) applicable to that Option and no Option or any
portion thereof will first become exercisable after the Participant's
termination of employment with the Company. The full Option Price of each share
of Stock purchased upon the exercise of any Option shall be paid at the time of
such exercise (except that, in the case of a cashless exercise arrangement
approved by the Committee, payment may be made as soon as practicable after the
exercise) and, as soon as practicable thereafter, a certificate representing the
shares so purchased shall be delivered to the person entitled thereto. The
Option Price shall be payable in cash or in shares of Stock (valued at Fair
Market Value as of the day of exercise), or in any combination thereof, as
determined by the Board or the Committee and, to the extent provided by the
Committee, a Participant may elect to pay the Option Price upon the exercise of
an Option through a cashless exercise arrangement. The exercise of an Option
will result in the surrender of the corresponding rights under a tandem Stock
Appreciation Right, if any.

         6.5. Post-Exercise Limitations. The Board or the Committee, in its
discretion, may impose such restrictions on shares of Stock acquired pursuant to
the exercise of an Option (including stock acquired pursuant to the exercise of
a tandem Stock Appreciation Right) as it determines to be desirable, including,
without limitation, restrictions relating to disposition of the shares and
forfeiture restrictions based on service, performance, Stock ownership by the
Participant, and such other factors as the Board or the Committee determines to
be appropriate.

         6.6. Reload Provision. In the event the Participant exercises an Option
and pays all or a portion of the Option Price in Stock, in the manner permitted
by subsection 6.4, such Participant (either pursuant to the terms of the Option
Award, or pursuant to the exercise of Committee discretion at the time the
Option is exercised) may be issued a new Option to purchase additional shares of
Stock equal to the number of shares of Stock surrendered to the Company in such
payment. Such new Option shall have an exercise price equal to the Fair Market
Value per share on the date such new Option is granted, shall first be
exercisable six months from the date of grant of the new Option and shall have
an Expiration Date on the same date as the Expiration Date of the original
Option so exercised by payment of the Option Price in shares of Stock.

         7.   Stock Appreciation Rights

         7.1. Definition. Subject to the terms of this Section 7, a "Stock
Appreciation Right" granted under the Plan entitles the Participant to receive,
in cash or Stock, value equal to all or a portion of the excess of: (a) the Fair
Market Value of a specified number of shares of Stock at the time of exercise;
over (b) a specified price which shall not be less than 100% of the Fair Market
Value of the Stock at the time the Stock Appreciation Right is granted, or, if
granted in tandem with an Option, the exercise price with respect to shares
under the tandem Option.


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         7.2. Exercise. If a Stock Appreciation Right is not in tandem with an
Option, then the Stock Appreciation Right shall be exercisable in accordance
with the terms established by the Board or the Committee at the time of grant;
provided, however, that no Stock Appreciation Right shall be exercisable after
the Expiration Date applicable to that Stock Appreciation Right and no Stock
Appreciation Right or any portion thereof will first become exercisable after
the Participant's termination of employment with the Company. If a Stock
Appreciation Right is in tandem with an Option, then the Stock Appreciation
Right shall be exercisable at the time the tandem Option is exercisable. The
exercise of a Stock Appreciation Right will result in the surrender of the
corresponding rights under the tandem Option.

         7.3. Settlement of Award. Upon the exercise of a Stock Appreciation
Right, the value to be distributed to the Participant, in accordance with
subsection 7.1, shall be distributed in shares of Stock (valued at their Fair
Market Value at the time of exercise), in cash, or in a combination thereof, in
the discretion of the Board or the Committee.

         7.4. Post-Exercise Limitations. The Board or the Committee, in its
discretion, may impose such restrictions on shares of Stock acquired pursuant to
the exercise of a Stock Appreciation Right as it determines to be desirable,
including, without limitation, restrictions relating to disposition of the
shares and forfeiture restrictions based on service, performance, ownership of
Stock by the Participant, and such other factors as the Board or the Committee
determines to be appropriate.

         8.   Stock Awards.

         8.1. Definition. Subject to the terms of this Section 4, a "Stock
Award" under the Plan is a grant of shares of Stock to a Participant, the
earning, vesting or distribution of which is subject to one or more conditions
established by the Board or the Committee. Such conditions may relate to events
(such as performance or continued employment) occurring before or after the date
the Stock Award is granted, or the date the Stock is earned by, vested in or
delivered to the Participant. If the vesting of Stock Awards is subject to
conditions occurring after the date of grant, the period beginning on the date
of grant of a Stock Award and ending on the vesting or forfeiture of such Stock
(as applicable) is referred to as the "Restricted Period". Stock Awards may
provide for delivery of the shares of Stock at the time of grant, or may provide
for a deferred delivery date.

         8.2. Terms and Conditions of Awards. Beginning on the date of grant
(or, if later, the date of distribution) of shares of Stock comprising a Stock
Award, and including any applicable Restricted Period, the Participant, as owner
of such shares, shall have the right to vote such shares; provided, however,
that payment of dividends with respect to Stock Awards shall be subject to the
following:

         (a)    On and after date that a Participant has a fully earned and
                vested right to the shares comprising a Stock Award, and the
                shares have been distributed to the Participant, the Participant
                shall have all dividend rights (and other rights) of a
                stockholder with respect to such shares.


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         (b)    Prior to the date that a Participant has a fully earned and
                vested right to the shares comprising a Stock Award, the Board
                or the Committee, in its sole discretion, may award Dividend
                Rights (as defined below) with respect to such shares.

         (c)    On and after the date that a Participant has a fully earned and
                vested right to the shares comprising a Stock Award, but before
                the shares have been distributed to the Participant, the
                Participant shall be entitled to Dividend Rights with respect to
                such shares, at the time and in the form determined by the Board
                or the Committee.

A "Dividend Right" with respect to shares comprising a Stock Award shall entitle
the Participant, as of each dividend payment date, to an amount equal to the
dividends payable with respect to a share of Stock multiplied by the number of
such shares. Dividend Rights shall be settled in cash or in shares of Stock, as
determined by the Board or the Committee, shall be payable at the time and in
the form determined by the Board or the Committee, and shall be subject to such
other terms and conditions as the Board or the Committee may determine.

         9.     Performance Units.

         9.1.   Definition. Subject to the terms of this Section 9, the Award of
                "Performance Units" under the Plan entitles the Participant to
                receive value for the units at the end of a Performance Period
                to the extent provided under the Award. The number of units
                earned, and the value received for them, will be contingent on
                the degree to which the performance measures established at the
                time of grant of the Award are met. For purposes of the Plan,
                the "Performance Period" with respect to the award of any
                Performance Units shall be the period over which the applicable
                performance is to be measured.

         9.2. Terms and Conditions of Awards. For each Participant, the Board or
the Committee will determine the value of units, which may be stated either in
cash or in units representing shares of Stock; the performance measures used for
determining whether the Performance Units are earned; the Performance Period
during which the performance measures will apply; the relationship between the
level of achievement of the performance measures and the degree to which
Performance Units are earned; whether, during or after the Performance Period,
any revision to the performance measures or Performance Period should be made to
reflect significant events or changes that occur during the Performance Period;
and the number of earned Performance Units that will be paid in cash and the
number of earned Performance Units to be paid in shares of Stock.

         9.3.   Settlement. Settlement of Performance Units shall be subject to
the following:

         (a)    The Board or the Committee will compare the actual performance
                to the performance measures established for the Performance
                Period and determine the number of units as to which settlement
                is to be made, and the value of such units.


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         (b)    Settlement of units earned shall be wholly in cash, wholly in
                Stock or in a combination of the two, to be distributed in a
                lump sum or installments, as determined by the Board or the
                Committee.

                (i)    For Performance Units stated in units representing shares
                       of Stock when granted, one share of Stock will be
                       distributed for each unit earned, or cash will be
                       distributed for each unit earned equal to either (A) the
                       Fair Market Value of a share of Stock at the end of the
                       Performance Period or (B) the average Stock value over a
                       period determined by the Board or the Committee.

                (ii)   For Performance Units stated in cash when granted, the
                       value of each unit earned will be distributed in its
                       initial cash value, or shares of Stock will be
                       distributed based on the cash value of the units earned
                       divided by (A) the Fair Market Value of a share of Stock
                       at the end of the Performance Period or (B) the average
                       Stock value over a period determined by the Board or the
                       Committee.

         (c)    Shares of Stock distributed in settlement of the units shall be
                subject to such vesting requirements and other conditions, if
                any, as the Board or the Committee shall determine.

         9.4. Termination During Performance Period. If a Participant's
termination of employment with the Company occurs during a Performance Period
with respect to any Performance Units granted to him, the Board or the Committee
may determine that the Participant will be entitled to settlement of all or any
portion of the Performance Units as to which he would otherwise be eligible, and
may accelerate the determination of the value and settlement of such Performance
Units or make such other adjustments as the Board or the Committee, in its sole
discretion, deems desirable.

         10. Expiration of Awards. The "Expiration Date" with respect to an
Award under the Plan means the date established as the Expiration Date by the
Board or the Committee at the time of the grant; provided, however, that the
Expiration Date with respect to any Award granted after the Effective Date shall
not be later than the earliest to occur of:

         (a)    the ten-year anniversary of the date on which the Award is
                granted;

         (b)    if the Participant's termination of employment with the Company
                occurs on account of disability (as defined below), the one-year
                anniversary of such termination of employment;

         (c)    if the Participant's termination of employment with the Company
                occurs by reason of retirement (as defined below), the one-year
                anniversary of such termination of employment;


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         (d)    the one-year anniversary of the Participant's death;

         (e)    if the Participant's termination of employment with the Company
                occurs for reasons other than retirement, death or disability,
                the three-month anniversary of such termination of employment;
                or

         (f)    in the case of any Option which is intended to constitute an
                Incentive Stock Option, the last day on which such Option may be
                exercised in accordance with the provisions of section 422 of
                the Code.

If a Stock Appreciation Right is in tandem with an Option, then the "Expiration
Date" for the Stock Appreciation Right shall be the Expiration Date for the
related Option. For purposes of the Plan, a Participant's employment with the
Company shall be considered to have terminated on account of disability if, at
the time of termination, the Participant is eligible for benefits under the
applicable Company long-term disability plan and a Participant's employment with
the Company shall be considered to have terminated on account of retirement if
his employment terminates after the Participant has attained age 55 and
completed at least 10 years of continuous service with the Company.

         11.    Miscellaneous.

         11.1. Duration. The Plan shall be unlimited in duration and, in the
event of Plan termination, shall remain in effect as long as any Awards under it
are outstanding; provided, however, that no Incentive Stock Options may be
granted under the Plan on a date that is more than ten years from the date the
Plan is adopted or, if earlier, the date the Plan is approved by shareholders.

         11.2. Limit on Distribution. Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:

         (a)    Notwithstanding any other provision of the Plan, Ameritrade
                shall have no liability to deliver any shares of Stock under the
                Plan or make any other distribution of benefits under the Plan
                unless such delivery or distribution would comply with all
                applicable laws and the applicable requirements of any
                securities exchange or similar entity.

         (b)    In the case of a Participant who is subject to Section 16(a) and
                16(b) of the Exchange Act, the Board or the Committee may, at
                any time, add such conditions and limitations to any Award to
                such Participant, or any feature of any such Award, as the Board
                or the Committee, in its sole discretion, deems necessary or
                desirable to comply with Section 16(a) or 16(b) and the rules
                and regulations thereunder or to obtain any exemption therefrom.

         (c)    To the extent that the Plan provides for issuance of
                certificates to reflect the transfer of shares of Stock, the
                transfer of such shares may be effected on a

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                non-certificated basis, to the extent not prohibited by
                applicable law or the rules of any stock exchange.

         11.3. Performance-Based Compensation. To the extent that the Board or
the Committee determines that it is necessary or desirable to conform any Awards
under the Plan with the requirements applicable to "Performance-Based
Compensation", as that term is used in section 162(m)(4)(C) of the Code, it may,
at or prior to the time an Award is granted, take such steps and impose such
restrictions with respect to such Award as it determines to be necessary or
desirable.

         11.4. Withholding. All Awards and other payments under the Plan are
subject to withholding of all applicable taxes, which withholding obligations
may be satisfied, with the consent of the Board or the Committee, through the
surrender of shares of Stock which the Participant already owns, or to which a
Participant is otherwise entitled under the Plan; provided, however, that in no
event shall the Fair Market Value of the number of shares withheld from any
Award to satisfy tax withholding obligations exceed the amount necessary to meet
the required Federal, state and local withholding tax rates then in effect that
are applicable to the participant and to the particular transaction.

         11.5. Transferability. Awards under the Plan are not transferable
except as designated by a Participant by will or by the laws of descent and
distribution. To the extent that the Participant who receives an Award under the
Plan has the right to exercise such Award, the Award may be exercised during the
lifetime of the Participant only by the Participant.

         11.6. Notices. Any notice or document required to be filed with the
Board or the Committee under the Plan will be properly filed if delivered or
mailed by registered mail, postage prepaid, to the Board or the Committee, in
care of Ameritrade, at its principal executive offices. The Board or the
Committee may, by advance written notice to affected persons, revise such notice
procedure from time to time. Any notice required under the Plan (other than a
notice of election) may be waived by the person entitled to notice.

         11.7. Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Board or the Committee at
such times, in such form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Board or the Committee shall
require.

         11.8. Agreement With Ameritrade. At the time of an Award to a
Participant under the Plan, the Board or the Committee may require a Participant
to enter into an agreement with Ameritrade (the "Agreement") in a form specified
by the Board or the Committee, agreeing to the terms and conditions of the Plan
and to such additional terms and conditions, not inconsistent with the Plan, as
the Board or the Committee may, in its sole discretion, prescribe.

         11.9.  Limitation of Implied Rights.


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         (a)    Neither a Participant nor any other person shall, by reason of
                the Plan, acquire any right in or title to any assets, funds or
                property of the Company whatsoever, including, without
                limitation, any specific funds, assets, or other property which
                the Company, in its sole discretion, may set aside in
                anticipation of a liability under the Plan. A Participant shall
                have only a contractual right to the amounts, if any, payable
                under the Plan, unsecured by any assets of the Company. Nothing
                contained in the Plan shall constitute a guarantee by the
                Company that the assets of such companies shall be sufficient to
                pay any benefits to any person.

         (b)    The Plan does not constitute a contract of employment, and
                selection as a Participant will not give any employee the right
                to be retained in the employ of the Company, nor any right or
                claim to any benefit under the Plan, unless such right or claim
                has specifically accrued under the terms of the Plan. Except as
                otherwise provided in the Plan, no Award under the Plan shall
                confer upon the holder thereof any right as a shareholder of
                Ameritrade prior to the date on which he fulfills all service
                requirements and other conditions for receipt of such rights.

         11.10. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

         11.11. Gender and Number. Where the context admits, words in one gender
shall include the other gender, words in the singular shall include the plural
and the plural shall include the singular.