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                                                                   Exhibit 10.62

SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION ARRANGEMENTS

The Ameritrade Holding Corporation 1996 Directors Incentive Plan (the "Directors
Plan") provides that, upon a non-employee Director's election to the Board for
his or her first term, the Director will receive (a) a stock option to purchase
such number of shares of the Company's Common Stock as determined by the
Chairman of the Board and approved by the Board and (b) an award of restricted
stock, the fair market value of which is equal to approximately $20,000 or such
other amount determined by the Board from time to time. Non-employee Directors
may also be awarded stock options other than upon their initial election to the
Board as determined from time to time by the Board. Awards made pursuant to the
Directors Plan will generally vest in substantially equal annual installments
over a period of three years, beginning with the first anniversary of the grant
date. The exercise price of options granted under the Directors Plan may not be
less than the fair market value of a share of the Company's Common Stock on the
date of the grant of the option. The expiration date with respect to an award
under the Directors Plan is the earlier of the ten-year anniversary of the date
on which the award is granted or the one-year anniversary of the date on which
the non-employee Director's service as a director of the Company terminates for
cause. Options are not exercisable after the expiration date. Restricted stock
that is not vested on the expiration date is forfeited.

Employee Directors do not receive compensation for services provided as a
Director. Non-employee Directors receive an annual retainer payable in advance,
which is currently $25,000. Fifty percent of the retainer is payable in cash and
fifty percent is payable in the form of Common Stock, provided that, if a
Director has met the Company's equity ownership guidelines, the Director may
elect to receive all or any portion of the stock retainer in cash. Non-employee
Directors receive payments of $1,500 for quarterly meetings and $1,000 for
Committee meetings, all payable quarterly in arrears in the form of cash or
Common Stock at the election of the Director. The foregoing elections and
payments are made pursuant to the Directors Plan. Awards for periods of less
than 12 months are calculated and determined by the Board.

Pursuant to the Directors Plan, non-employee Directors may elect to defer
receipt of all or a portion of the retainer and meeting and Committee fees
otherwise payable to the non-employee Director, including those amounts that
would otherwise be payable to the non-employee Director in the form of Common
Stock. Amounts deferred pursuant to a non-employee Director's election are
credited to a bookkeeping account, which consists of a "Cash Subaccount"
reflecting amounts that would otherwise have been payable to the non-employee
Director in cash and a "Stock Subaccount" reflecting amounts that would
otherwise have been payable to the non-employee Director in Common Stock. As of
the first day of each fiscal quarter, the Cash Subaccount is adjusted to reflect
contributions and distributions during the preceding fiscal quarter and is
credited with interest computed at the prime rate as reported by the Wall Street
Journal for that date (or, if that day is not a business day, the next preceding
business day). The Stock Subaccount is credited with "stock units" as of each
day that a deferred amount would otherwise have been payable to the non-employee
Director in Common Stock, is charged with stock units as of each day on which
amounts are distributed from the Stock Subaccount and is credited with stock
units as of each record date to reflect dividends paid, if any, on the Common
Stock. For purposes of the adjustments to the Stock Subaccount, one stock unit
corresponds to one share of Common Stock.


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Deferred amounts are payable to non-employee Directors as of a distribution date
elected by the non-employee Director at the time of the deferral. If no
distribution date is specified, payments begin as of the first business day of
January of the year following the date on which the non-employee Director ceases
to be a Director of the Company for any reason. Distributions of deferred
amounts can be made in ten annual installments commencing on the distribution
date elected. A non-employee Director may also elect to have payments in a lump
sum or in any number of annual payments not exceeding ten. If a non-employee
Director dies prior to the full payment of his deferral account, the balance
will be paid in a lump sum to a beneficiary designated by the non-employee
Director. The Compensation Committee may also distribute the full balance of a
non-employee Director's deferral account in a lump sum at any time.

Directors are reimbursed by the Company for travel and entertainment expenses
incurred while attending Board or committee meetings or while on Company
business, including first class airfare between their home cities and the
location of the meeting, business meals while on Company business, ground
transportation and miscellaneous expenses such as tips and mileage. Hotel
charges are billed directly to the Company for Directors attending Board or
committee meetings.




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