AMERITRADE HOLDING CORP
MASTER PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>c80724exv10w2.txt
<DESCRIPTION>MASTER PROMISSORY NOTE
<TEXT>
<PAGE>
                             MASTER PROMISSORY NOTE
                                (NEGOTIATED RATE)




$310,000,000.00                                      Sept. 24   , 2003
                                                   --------------


                  FOR VALUE RECEIVED, Ameritrade, Inc., a corporation formed
under the laws of Nebraska (the "Borrower"), hereby promises to pay to the order
of THE BANK OF NEW YORK (the "Bank") at its One Wall Street, New York, New York
office, the principal sum of Three Hundred Ten Million Dollars ($310,000,000.00)
or the aggregate unpaid principal amount of all advances made by the Bank to the
Borrower (which aggregate unpaid principal amount shall be equal to the amount
duly indorsed and set forth opposite the date last appearing on the schedule
attached to this note), whichever is less.

                  The Borrower agrees to pay interest on the unpaid principal
amount of each advance evidenced hereby from the date such advance is made at a
rate per annum equal to such rate (a "Negotiated Rate") as shall be agreed to
between the Bank and the Borrower at the time of such advance but not to exceed
the maximum rate permitted by law, which Negotiated Rate shall remain fixed
until the maturity date (the "Maturity Date") of such advance as shall be agreed
to between the Bank and the Borrower at the time of such advance. If any advance
evidenced hereby shall not be paid when due, the Borrower agrees to pay interest
on such advance at a rate per annum equal to the prime commercial lending rate
of the Bank as publicly announced to be in effect from time to time, such rate
to be adjusted automatically, without notice, on the effective date of any
change in such rate plus two percent (2%), but not to exceed the maximum rate
permitted by law. Interest shall be computed on the basis of a 360 day year for
the actual number of days elapsed.

                  Each advance evidenced hereby shall be payable on the Maturity
Date of such advance, and the Borrower shall not have the right to prepay any
such advance. Interest on each advance shall be payable on the Maturity Date of
such advance. If any payment of principal or interest on any advance evidenced
by this note becomes due and payable on a Saturday, Sunday or other day on which
commercial banks in New York, New York are authorized or permitted by law to
close, such payment shall be extended to the next succeeding business day. If
the date for any payment of principal is so extended, interest thereon shall be
payable for the extended time.

                  If the Bank shall make a new advance on a day on which the
Borrower is to repay an advance evidenced hereby, the Bank shall apply the
proceeds of the new advance to make such repayment and only the amount by which
the amount being advanced exceeds the amount being repaid shall be made
available to the Borrower in accordance with the terms of this note.

                  The Borrower hereby authorizes the Bank to accept oral
(including telephonic) and written (including facsimile) instructions from a
duly authorized representative of the Borrower to make an advance and to credit
the proceeds of such advance to an account of the Borrower maintained at the
Bank or to transfer the proceeds of such advance to another bank, or receive a
payment of an advance, and to indorse on the schedule attached hereto the amount
of each advance hereunder and each principal payment hereof received by the
Bank, the Negotiated Rate applicable to each advance and the Maturity Date of
each advance. The Borrower agrees that the Bank may rely upon any instructions
believed by the Bank to be genuine and given by an authorized representative of
the Borrower.


<PAGE>
                                       2


                  At the Borrower's option, the Bank shall credit a deposit
account maintained by the Borrower at the Bank in the amount of an advance
hereunder or transfer the proceeds of an advance hereunder to a bank designated
by the Borrower for credit to an account designated by the Borrower maintained
at such bank. The Borrower agrees that the crediting of the amount of an advance
to the Borrower's deposit account maintained at the Bank or the origination of a
payment order for a funds transfer of the proceeds of an advance in accordance
with the instructions of the Borrower shall constitute conclusive evidence that
such advance was made, and neither the failure of the Bank to indorse on the
schedule attached hereto the amount of such advance, nor the failure of the bank
designated by the Borrower to credit the proceeds of the advance to the
designated account maintained at such bank, shall affect the Borrower's
obligations hereunder.

                  The Bank is authorized to charge any deposit account of the
Borrower maintained at the Bank for each principal payment and each interest
payment due hereunder on the due date thereof.

                  All payments hereof shall be made in lawful money of the
United States of America and in immediately available funds.

                  All advances evidenced by this note together with all accrued
interest thereon shall become immediately and automatically due and payable,
without demand, presentment, protest or notice of any kind, upon the
commencement by or against the Borrower of a case or proceeding under any
bankruptcy, insolvency or other law relating to the relief of debtors, the
readjustment, composition or extension of indebtedness or reorganization or
liquidation.

                  The Borrower waives presentment, demand, protest and notice of
protest, non-payment or dishonor of this note.

                  The Borrower agrees to pay all out of pocket costs and
expenses incurred by the Bank incidental to or in any way relating to the Bank's
enforcement of the obligations of the Borrower hereunder or the protection of
the Bank's rights in connection herewith, including but not limited to,
reasonable attorneys' fees and expenses incurred by the Bank, whether or not
litigation is commenced.

                  This note may not be amended, and compliance with its terms
may not be waived, orally or by course of dealing, but only by a writing signed
by the Borrower and the Bank.

                  This note may be assigned or indorsed by the Bank and its
benefits shall inure to the successors, indorsees and assigns of the Bank.

                  The Borrower authorizes the Bank to date this note and to
complete any blank space herein according to the terms upon which said advances
were granted in accordance with the other provisions of this note.

                  No failure on the part of the Bank to exercise, and no delay
in exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Bank of any right,
remedy or power hereunder preclude any other or future exercise thereof or the
exercise of any other right, remedy or power.

                  Each and every right, remedy and power hereby granted to the
Bank or allowed it by law or other agreement shall be cumulative and not
exclusive of any other right, remedy or power, and may be exercised by the Bank
at any time and from time to time.


<PAGE>
                                       3


                  Every provision of this note is intended to be severable; if
any term or provision of this note shall be invalid, illegal or unenforceable
for any reason whatsoever, the validity, legality and enforceability of the
remaining provisions hereof shall not in any way be affected or impaired.

                  THE PROVISIONS OF THIS NOTE SHALL BE CONSTRUED AND
INTERPRETED, AND ALL RIGHTS AND OBLIGATIONS HEREUNDER DETERMINED, IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICT OF LAWS. THE BORROWER SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
STATE AND FEDERAL COURTS LOCATED IN THE CITY AND STATE OF NEW YORK IN PERSONAM
AND AGREES THAT SUCH COURTS ARE CONVENIENT FORUMS. THE BORROWER WAIVES PERSONAL
SERVICE UPON IT AND CONSENTS TO SERVICE OF PROCESS BY MAILING A COPY THEREOF TO
THE BORROWER BY REGISTERED OR CERTIFIED MAIL.

                  THE BORROWER WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION
OR PROCEEDING ARISING OUT OF, BASED UPON, OR IN ANY WAY CONNECTED TO, THIS NOTE.


Name of Borrower:          AMERITRADE, INC.



Signature of Authorized Signer: /s/ JOHN R. MACDONALD
                                ------------------------------

                          Name: JOHN R. MACDONALD
                                ------------------------------

                         Title: TREASURER, AMTD INC.
                                ------------------------------


<PAGE>
                                   Schedule to

                             Master Promissory Note

                                   Executed By

                                AMERITRADE, INC.
                               (NAME OF BORROWER)






<Table>
<Caption>
                                                  Maturity          Amount
Date of         Amount of         Interest        Date of             of             Aggregate           Unpaid
Advance          Advance            Rate*         Advance           Payment          Principal           Amount
-------         ---------         --------        -------           -------          ---------           ------
<S>             <C>               <C>             <C>               <C>              <C>                 <C>
</Table>


----------

* Insert the actual interest rate.




</TEXT>
</DOCUMENT>
