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                                                                    EXHIBIT 10.3

                         AMERITRADE HOLDING CORPORATION
                     EXECUTIVE DEFERRED COMPENSATION PROGRAM

     1. ELIGIBILITY. Each full-time executive employee of Ameritrade Holding
Corporation ("Ameritrade") or any of its subsidiaries (collectively, the
"Company") who participates in the Corporation's Incentive Compensation Plan or
such other incentive compensation plans, as may be designated by the
Compensation Committee of Ameritrade's Board of Directors (the "Compensation
Committee"), (each, a "Designated Plan") and who has also been selected for
participation by the Compensation Committee shall be eligible to participate in
the Ameritrade Holding Corporation Executive Deferred Compensation Program (the
"Program"). Each eligible employee who files a Deferral Election (as defined in
Section 3) and who has a Stock Unit Credit (as defined in Section 5) made to his
Deferred Stock Account (as defined in Section 5) shall be deemed to have been
awarded a Performance Unit under and in accordance with the terms of the
Ameritrade Holding Corporation 1996 Long-term Incentive Plan (the "Incentive
Plan") as of the last day of the Performance Period (as defined in Section 3).
Such Performance Unit shall be considered fully vested from and after the date
of grant and shall be governed by the terms and conditions of the Program and
the specific provisions of the Designated Plan to the extent not inconsistent
with the terms of the Plan. Notwithstanding any other provision of the Program
to the contrary, if the Compensation Committee determines that participation by
one or more Participants shall cause the Program as applied to the Company to be
subject to Part 2, 3 or 4 of Title I of The Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), the entire interest of such Participant under
the Program shall be, in the discretion of the Compensation Committee,
immediately paid to such Participant or shall otherwise be segregated from the
Program, and such Participant(s) shall cease to have any interest under the
Program. In the event the Participant has died, the preceding sentence of this
Section shall apply to the Participant's interest which is payable to the
Participant's beneficiary pursuant to the terms hereof.

     2. DEFINED TERMS. To the extent not otherwise specified in the Program,
capitalized terms used in the Program shall have the meaning specified in the
Plan.

     3. DEFERRAL OF INCENTIVE COMPENSATION. An eligible employee may, by filing
a "Deferral Election" in accordance with rules established by the Plan
Administrator (as defined in Section 11), irrevocably elect to defer all or a
portion of any incentive compensation, expressed in whole percentages, that he
or she may earn under a Designated Plan (an "Incentive Award") during the
Performance Period which shall be fiscal year (the "Deferral Year") following
the year in which the irrevocable Deferral Election is made or such other period
permitted under Section 4 or as otherwise provided by the Compensation
Committee. Such Deferral Election shall be made pursuant to Section 4.

     4. PARTICIPATION. An eligible employee shall become a "Participant" in the
Program by filing a Deferral Election with the Plan Administrator on a form
prescribed for that purpose. A Deferral Election shall be filed in accordance
with rules prescribed by the







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Plan Administrator; provided, however, that no Deferral Election for any
Deferral Year shall be given effect unless it is filed prior to the last day of
the fiscal year preceding the Deferral Year to which it relates or such earlier
time prescribed by the Compensation Committee. Notwithstanding the preceding
sentence, a Deferral Election for the Deferral Year ending in 2000 shall be made
in accordance with uniform rules established by the Plan Administrator. A
Deferral Election shall specify both the amount to be deferred, expressed as a
percentage of the Incentive Award otherwise payable in cash to the Participant
under the terms of a Designated Plan, the year in which the amounts deferred
shall be paid and the form of distribution (either lump sum or annual
installments not exceeding 10 years). A Deferral Election shall be effective
only for the Deferral Year to which it relates. A new Deferral Election must be
filed for each Deferral Year. Notwithstanding any other provision of the Plan
other than Section 17, once a Deferral Election is filed with the Plan
Administrator in accordance with rules established by the Plan Administrator,
such Deferral Election shall be irrevocable and no changes to such Deferral
Election shall be permitted.

     5. DEFERRED STOCK ACCOUNT. On the date a Participant would normally receive
payments of the Incentive Award if payment had not been deferred (the "Credit
Date"), a Participant shall receive a credit ("Stock Unit Credit") to his or her
bookkeeping account under the Program (the "Deferred Stock Account"). The credit
shall be made in stock units with each unit corresponding to one share of Stock
and the amount of the credit shall be equal to that number of stock units
(rounded to the nearest one-hundredth of a stock unit) determined by dividing
the amount of the Participant's Incentive Award specified for deferral pursuant
to the Participant's Deferral Election by the closing price of one share of
Stock on the National Association of Securities Dealers Automated Quotation,
("NASDAQ") on the Credit Date or, if the Stock is not traded on the Credit Date,
the next preceding date on which it was traded.

     6. DIVIDEND CREDIT. Each time a dividend is paid on the Stock, a
Participant shall receive a credit ("Dividend Credit") to his or her Deferred
Stock Account. The amount of the Dividend Credit shall be the number of stock
units (rounded to the nearest one-hundredth of a stock unit) determined by
multiplying the dividend amount per share by the number of stock units credited
to the Participant's Deferred Stock Account as of the record date for the
dividend and dividing the product by the closing price of one share of common
stock on NASDAQ on the dividend payment date or, if the Stock is not traded on
the dividend payment date, the next preceding date on which it was traded.


     7. ADJUSTMENTS FOR CERTAIN CHANGES IN CAPITALIZATION. 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, then the numbers, rights, and privileges of
the stock units credited to Participants' Deferred Stock Accounts under the
Program shall be increased, decreased, or changed in like manner as if shares
corresponding to such stock units had been issued and outstanding, fully paid,
and nonassessable at the time of such occurrence.




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     8.  PAYMENT OF DEFERRED STOCK ACCOUNTS. As soon as practicable after the
date elected by the Participant pursuant to his Deferral Election (as determined
in accordance with uniform rules established by the Plan Administrator) or, if
earlier, as soon as practicable following termination of the Participant's
employment for any reason, that number of shares of Stock equal to the total
whole number of Stock Unit Credits and Dividend Credits to be distributed to the
Participant as of such date shall be distributed to the Participant (or in the
event of his death, his beneficiary); provided, however, that if the participant
has elected installment payments, the number of Shares of Stock to be
distributed as of the first distribution date and each subsequent installment
shall be equal to that number of Stock Unit Credits and Dividend Credits then
credited to the Participant's Deferred Stock Account divided by the number of
installment payments remaining. Such shares of Stock shall be distributed from
shares reserved for issuance under the Incentive Plan. The Fair Market Value of
any fractional Stock Unit Credit and/or Dividend Credit shall be distributed to
the Participant in cash. If a Participant dies before receiving all
distributions to which he is entitled under the Program, the Plan Administrator
must be notified in writing. To be effective, any beneficiary designation by a
Participant must be in writing, delivered and accepted by the Plan Administrator
prior to the Participant's death. In default of an effective beneficiary
designation, the Participant's estate shall be treated as his beneficiary for
purposes of the Program.

     9.  NONASSIGNABILITY. No right to receive distributions under the Program
shall be assignable or transferable by a Participant other than by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code of 1986 as amended, Title I ERISA,
or rules thereunder. The designation of a beneficiary by a Participant in
accordance with the terms of the Program does not constitute a transfer.

     10. FUNDING. The Program constitutes only an unfunded, unsecured promise of
the Company to make payments and distributions in the future in accordance with
the terms of the Program. No Participant or party claiming an interest under the
Program shall have any interest whatsoever in any specific asset of the Company.
To the extent that any party acquires a right to receive distribution or payment
under the Program, such right shall be equivalent to that of an unsecured
general creditor of Ameritrade. Notwithstanding the foregoing, Ameritrade may
establish one or more trusts, with such trustee as the Compensation Committee
may approve, for the purpose of providing for the payment of deferred amounts
under the Program. Such trust or trusts may be irrevocable, but the assets
thereof shall be subject to the claims of the general creditors of Ameritrade.
Nothing in the Program shall require Ameritrade to establish any trust to
provide benefits under the Program. To the extent benefits under the Program are
actually paid from any such trust, Ameritrade shall have no further obligation
with respect to such benefits.

     11. ADMINISTRATION. The Program shall be administered by the Compensation
Committee (the "Plan Administrator"), which shall have the authority to
interpret the Program and to adopt procedures for implementing the Program. The
Plan Administrator may delegate any of its duties hereunder to the extent not
inconsistent in the Incentive Plan.



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     12. AMENDMENT AND TERMINATION. The Compensation Committee may at any time
terminate, suspend, or amend this Program. No such action shall deprive any
Participant of any benefits to which he or she would have been entitled under
the Program if termination of the Participant's employment had occurred on the
day prior to the date such action was taken, unless agreed to by the
Participant.

     13. EFFECTIVE DATE. The effective date of the Program shall be determined
upon approval of the Compensation Committee.

     14. EMPLOYMENT AND STOCKHOLDER STATUS. Nothing in the Plan shall interfere
with nor limit in any way the right of the Company to terminate any
Participant's employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company. The Program will not give any person
any right or claim to any benefits under the Program unless such right or claim
has specifically accrued under the terms of the Program. Participation in the
Program shall not create any rights in a Participant (or any other person) as a
stockholder of Ameritrade until shares of Stock are registered in the name of
the Participant (or such other person).

     15. DISTRIBUTIONS TO PERSONS UNDER DISABILITY. In the event a Participant
or his beneficiary is declared incompetent and a conservator or other person
legally charged with the care of his person or of his estate is appointed, any
benefit to which such Participant or beneficiary is entitled under the Program
shall be paid to such conservator or other person legally charged with the care
of his person or of his estate.

     16. SUCCESSORS. The obligations of Ameritrade under the Program shall be
binding on any assignee or successor in interest thereto.

     17. UNFORESEEABLE EMERGENCY. Prior to the date otherwise scheduled for
distribution of his Deferred Stock Account under the Program, upon a showing of
an unforeseeable emergency, the Compensation Committee may approve a
Participant's request to accelerate payment of an amount not exceeding the
lesser of (a) the amount necessary to meet the emergency or (b) the balance in
his Deferred Stock Account under the Program. For purposes of the Program, the
term "unforeseeable emergency" shall mean an unanticipated emergency that is
caused by an event beyond the control of the Participant (or the control of the
beneficiary, if the amount is payable to a beneficiary) and that would result in
severe financial hardship to the individual if early payment were not permitted.
The determination of "unforeseeable emergency" shall be made by the Compensation
Committee, based on such information as the Compensation Committee shall deem to
be necessary.





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