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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 Asiff
Hirji (the "Executive"), is made effective April 7, 2003 (the "Effective Date").

                                    Recitals

         The Executive desires to be employed as Executive Vice President, Chief
Information Officer of the Company and Company desires to employ the Executive
in such position.

         The Company and the Executive desire to set forth in this Agreement,
the terms, conditions and obligations of the parties 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 employ the Executive as Executive Vice
President, Chief Information Officer of the Company and as President of Big
Think Corp., a subsidiary 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's primary office shall be located in Jersey City, New
Jersey. 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"). Executive's duties will include
responsibility for managing the technology group ("TG") of the Company and all
technology associates employed by the Company, including but not limited to
staffing decisions, budget preparation and management, technology architecture,
operations of TG, applications development, and enterprise infrastructure.

         2. TERM. Subject to the provisions set forth in Section 6 below, the
term of this Agreement (the "Term of Agreement") will be the period beginning on
the Effective Date and ending on the third anniversary of the Effective Date,
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" and "Term of Agreement" collectively referred to as "Term").
Notwithstanding the foregoing, upon a "Change of Control" (as defined in Section
7 below), the initial Term of 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


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         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. At a minimum, the Executive shall receive
         annual base salary increases in line with the Company's other senior
         executives.

                  (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 (on a prorated basis from Effective Date
         through fiscal year end) and subsequent fiscal years during the Term in
         accordance with the terms and conditions of the MIP Plan (the "Bonus").
         The annual Bonus received by the Executive for fiscal year 2003 is
         guaranteed to be no less than $350,000 pro-rated for period of service
         during the fiscal year, and the annual Bonus received by the Executive
         for the remainder of Term of Agreement following fiscal year 2003 is
         guaranteed to equal or exceed the amount of the Executive's annual base
         salary as of the end of the fiscal year for which such Bonus is paid.
         The Executive will also be eligible to participate in any upside
         potential on his annual incentive, based upon outstanding performance,
         as 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. Bonus payments under
         this section shall be made on the same date as the other executives in
         the MIP Plan.

                  (c) Long-Term Incentive Plan and Options. Beginning on the
         Effective Date, 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. In addition,
         the Executive shall be granted 750,000 options on the Effective Date
         with a strike price equal to the closing price of the Company's
         publicly traded stock on that date (the "Kick start Options"). The Kick
         start Options shall vest at a rate of 125,000 every six months
         following the grant date, until fully vested.

                  (d) Deferred Compensation Program. Beginning on the Effective
         Date, the Executive will be entitled 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. One purpose of the Deferred Compensation Program is to provide
         a vehicle for the Executive to meet his Equity Ownership Guideline
         Requirements as determined by the Compensation Committee.

                  (e) Benefits and Perquisites. The Executive will also receive
         all other 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.


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                  (f) Sign On Bonus. The Executive shall be paid $200,000 by the
         Company on his first day of employment as a sign on bonus. The
         Executive shall be obligated to repay the $200,000 to the Company if he
         voluntarily terminates his employment with the Company before the first
         anniversary of the Effective Date, other than for Good Reason, as
         defined below.

         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 or 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 business
         competitive with any of the primary businesses ("Competitive Business")
         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. 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


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         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 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, 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.


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                  (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 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.

         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 (a) the unpaid portion of the Executive's then
         current annual base salary through the Date of Termination, (b) all
         accrued but unused vacation and personal days through the Date of
         Termination in accordance with company policy, and (c) the Bonus under
         the MIP Plan, for the fiscal year in which the Date of Termination
         occurs, the payments in (c) being 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 the payments in (c) above. 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


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         reasonable opinion of the Board of Directors of the Company), even with
         reasonable accommodation, for more than six (6) consecutive months, 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(g), 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 prior written consent
         of the Executive:

                           (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 or responsibilities, excluding for
                                    this purpose (1) an isolated, unsubstantial
                                    or inadvertent action not taken in bad faith
                                    and promptly 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, and no change in
                                    participation as a member of the Executive
                                    Management Team;

                           (iii)    a reduction in the Executive's then current
                                    annual base salary, or Bonus during the Term
                                    of Agreement;

                           (iv)     any relocation of Executive's base office in
                                    Jersey City, New Jersey to an office that is
                                    more than 50 highway miles from Jersey City,
                                    New Jersey or the Executive's place of
                                    residence as of the Effective Date;

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

                           (vi)     failure of any successor to the company
                                    (whether direct or indirect and whether by
                                    merger, acquisition, consolidation, or
                                    otherwise) to


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                                    assume in a writing delivered to Executive
                                    upon the assignee becoming such, the
                                    obligations of the Company hereunder;


         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:

                           (vii)    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 in
                                    a lump sum within 30 days following such
                                    termination of employment in lieu of payment
                                    on the Company's 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");

                           (viii)   the Executive will receive an amount equal
                                    to the Executive's target Bonuses under the
                                    MIP Plan, as applicable, for the Severance
                                    Period, payable in a lump sum within 30 days
                                    following such termination of employment in
                                    lieu of payment at such time as bonuses are
                                    generally payable for other participants
                                    under the MIP Plan;

                           (ix)     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, all such premiums to be paid by
                                    the Company.

         The foregoing will be in lieu of all salary, bonuses or incentive or
         performance based compensation for the period following the date of
         termination, 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


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         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, upon delivery of notice for Termination for Cause, to
         terminate the Executive's employment under this Agreement prior to the
         expiration of the Term for reason of Cause. "Cause" means:

                           (i)      The willful 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
                                    specifying such failure;

                           (ii)     the willful engaging by the Executive in
                                    conduct which, in the reasonable judgement
                                    of the Board, is materially injurious to the
                                    Company, monetarily or otherwise, which
                                    conduct continues for ten days following
                                    receipt of notice specifying such conduct;

                           (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 material violation of the provisions of
                                    Section 4 or Section 5 of this Agreement.

                           Notice of Termination for Cause. A Notice of
                           Termination for Cause shall mean a written notice
                           that shall indicate the specific termination
                           provision above relied upon and shall set forth in
                           reasonable detail the facts and circumstances, which
                           provide for a basis for Termination for Cause.
                           Notwithstanding anything to the contrary contained in
                           this Agreement, in the event that a period of notice
                           of termination is required to be given by either
                           party, the Company may, in its sole discretion and
                           subject to Executive's right to cure provided in
                           subsection (i) above, choose to have the notice
                           effective immediately, provided the Company will be
                           obligated to provide the Executive with the
                           compensation and benefits to which he is entitled, as
                           an employee, for the entire notice period.


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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
                                    and/or Board, as applicable;

                           (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, acquisition,
                                    or consolidation of the Company with any
                                    other corporation or entity other than (1) a
                                    merger, acquisition 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, acquisition
                                    or consolidation or (2) a merger,
                                    acquisition 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 at any time 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)(vii) and
         6(e)(viii) 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)(vii) and 6(e)(viii). In addition, upon a Change of
         Control, whether or not a termination occurs, all options then held by
         the Executive shall be immediately vested. Such options shall be
         exercisable in accordance with the terms of the Executive's
         Non-Qualified Stock Option Agreement.

         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


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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.

         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 material violation of
Sections 4 or 5 of this Agreement and agrees that the Company, in addition to
other remedies available to it for such material breach or threatened breach
will be entitled to a preliminary injunction, temporary restraining order, other
equivalent relief, restraining the Executive from any such actual or threatened
breach of Sections 4 or 5 of this Agreement. Notwithstanding the other
provisions of this Agreement, in the event the Executive materially breaches 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 a) not have any
obligation to make any further payments to the Executive on or after the date of
any such breach or failure and b) company has the right 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 reasonably cooperate with the Company and its Affiliates
(at Company's expense) 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 the release to be 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


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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 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, United States of America, 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 Jersey
         City, New Jersey by three arbitrators. Except as otherwise expressly
         provided in this subsection (h), the arbitration shall be conducted in
         accordance


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<PAGE>

         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 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. All expenses of such arbitration, including fees and
         expenses of counsel, shall be borne by the Company unless the
         arbitrators determine that the Executive's position was overall
         frivolous or otherwise taken in bad faith, in which case the
         arbitrators may determine that the Executive shall bear his own legal
         fees.




         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


                                  Agreed and Accepted:

                                  /s/ Asiff Hirji
                                  ---------------------------------------------
                                  Asiff Hirji

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

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


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