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Exhibit 10.28

                         AMERITRADE HOLDING CORPORATION
                          1996 DIRECTORS INCENTIVE PLAN

                           RESTRICTED STOCK AGREEMENT

         THIS AGREEMENT, made and entered into as of _____________ (the "Award
Date") by and between Ameritrade Holding Corporation (the "Company") and
_____________ (the "Director");

                                WITNESSETH THAT:


         WHEREAS, the Company maintains the Ameritrade Holding Corporation 1996
Directors Incentive Plan (the "Plan");

         WHEREAS the Director is a Non-Employee Director of the Company (as
defined in the Plan) whose first term began on _____________;

         WHEREAS, pursuant to the terms of the Plan, each Non-Employee Director
is to be awarded shares of the Company's common stock ("Stock") upon his
election to the Board of Directors of the Company (the "Board") for his first
term, which Stock is subject to certain vesting conditions and the purpose of
this Agreement is to evidence that award;

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

         1. Award. This Agreement evidences the award to the Director, pursuant
to the terms of the Plan, of ______ shares of Stock. The award of Stock is
subject in all respects to the terms of this Agreement and the Plan.

         2. Earning of Shares. The shares of Stock subject to this Agreement
shall be earned (or vested) in three substantially equal annual installments
beginning on the first anniversary of the Award Date. Prior to the date on which
a share is earned, the Director shall have no rights as a shareholder with
respect to such share and such share may not be sold, assigned, transferred,
pledged, hypothecated or otherwise encumbered; provided, however, that beginning
on the Award Date, the Director shall have the right to vote the shares of Stock
subject to the award.

         3. Forfeitures. Notwithstanding any other provision of this Agreement,
the Director shall forfeit, and thereafter shall have no further rights with
respect to, any share which is not earned (or vested) as of the date on which
the directors' service as a director ceases for any reason.

         4. Nontransferability. The shares of Stock subject to this Agreement
shall not be transferable except by will or the laws of descent and distribution
unless and until such shares are earned by the Director in accordance with this
Agreement.

         5. Administration. The authority to manage and control the operation
and administration of this Agreement shall be vested in the Committee (other
than the Director) 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.


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         6. 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 Director from the office of the Secretary
of the Company.

         7. 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 Director.

         8. Director and Shareholder Status. This Agreement does not constitute
a contract of continued service and does not give the Director the right to be
retained as a director of the Company. Except as specifically provided in
paragraph 2, this Agreement does not confer upon the Director or any holder
thereof any right as a shareholder of the Company prior to the issuance of Stock
hereunder.

         9. Amendment. This Agreement may be amended by written agreement of the
Director and the Company, subject to the consent of the Committee, without the
consent of any other person.

         10. 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 Director has hereunto set his 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.

                                                 -------------------------------
                                                       DIRECTOR

                                                 AMERITRADE HOLDING CORPORATION

                                                 By
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                                                 Its
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