EXHIBIT A
                                                                FORM OF PRE-PAID
                                                       SHARE FORWARD TRANSACTION
                                                                    CONFIRMATION



                                  CONFIRMATION

Date:             April 7, 2003

To:               Ameritrade Holding Corporation ("Counterparty")

Telefax No.:      402-597-8470

Attention:        Tim Nowell

From:             Citibank, N.A. ("Citibank")

Telefax No.:      212-615-8985



                  The purpose of this communication (this "Confirmation") is to
set forth the terms and conditions of the above-referenced Transactions entered
into on the Trade Dates specified below (each a "Transaction") between you and
us. This Confirmation supplements, forms a part of, and is subject to the Master
Terms and Conditions for Pre-Paid Share Forward Transactions dated as of April
25, 2003 (the "Master Confirmation") between you and us.

                  1. The definitions and provisions contained in the Definitions
and in the Master Confirmation are incorporated into this Confirmation. In the
event of any inconsistency between any of those definitions and provisions and
this Confirmation, this Confirmation will govern.

                  2. All provisions contained in the Agreement (as modified and
as defined in the Master Confirmation) shall govern this Confirmation except as
expressly modified below.

                  3. Conditions Precedent. The condition precedent set forth in
clause (1) of Section 2(a)(iii) of the Agreement shall not apply to payments or
deliveries scheduled to be made by Counterparty to Citibank under this Master
Confirmation.

                  4. The particular Transactions to which this Confirmation
relates are pre-paid Share Forward Transactions, the terms of which are as
follows:

<Table>
<Caption>
 Transaction                        Number of      Forward Floor       Forward
Reference No.      Trade Date         Shares           Price          Cap Price     Valuation Date
-------------     ------------     ------------    -------------     ------------   --------------
<S>               <C>              <C>             <C>               <C>            <C>
E03-00658               4/7/03           97,228     $     4.5874     $     5.5531           4/3/06
E03-00659               4/7/03           97,229     $     4.5874     $     5.5531           4/4/06
</Table>


<PAGE>
                  Prepayment Amount:        $802,839.84

                  Final Disruption Date:    The fifth Scheduled Trading Day
                                            following the final Valuation Date
                                            set forth in the chart above.

                  Loss of Stock Borrow:     Applicable



                  Counterparty hereby agrees (a) to check this Confirmation
carefully and immediately upon receipt so that errors or discrepancies can be
promptly identified and rectified and (b) to confirm that the foregoing
correctly sets forth the terms of the agreement between us with respect to each
particular Transaction to which this Confirmation relates by manually signing
this Confirmation and providing any other information requested herein or in the
Master Confirmation and immediately sending a facsimile transmission of an
executed copy to Confirmation Unit 212-615-8985, with an executed copy sent to
Citibank, N.A., 333 West 34th Street, 2nd Floor, New York, New York 10001,
Attention: Confirmation Unit.

                                                  Yours sincerely,

                                                  CITIBANK, N.A.

                                                  By:  /s/ Herman Hirsch
                                                      -------------------------
                                                      Authorized Representative

Confirmed as of the date first above written:

AMERITRADE HOLDING CORPORATION

By:  /s/ John R. MacDonald
    ----------------------------------------
   Name: John R. MacDonald
   Title:  Executive Vice President and
           Chief Financial Officer