AMERITRADE HOLDING CORP
STOCKHOLDERS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>c64411ex10-4.txt
<DESCRIPTION>STOCKHOLDERS AGREEMENT
<TEXT>
<PAGE>   1
                                                                    EXHIBIT 10.4



                         AMERITRADE HOLDING CORPORATION

                             STOCKHOLDERS AGREEMENT


          THIS AGREEMENT (this "Agreement") is made as of April 2, 2001, between
AMERITRADE HOLDING CORPORATION, a Delaware corporation (the "Company"), and the
Persons listed on the signature pages attached hereto (each a "Stockholder" and
together "Stockholders"). Certain capitalized terms used herein shall have the
meanings set forth in Section 3.

          WHEREAS, the Company and some of the Stockholders are parties to an
Agreement and Plan of Merger, dated February 13, 2001 (the "Merger Agreement"),
and the Company and the other Stockholders are parties to an Interest Purchase
Agreement, dated February 13, 2001 (the "Purchase Agreement");

          WHEREAS, the execution and delivery of this Agreement is a condition
to the consummation of the transactions under the Merger Agreement and the
Purchase Agreement.

          NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

          1. Shelf Registration.

          (a) Filing of Registration Statement. The Company shall prepare and,
within thirty (30) days after the date hereof, file with the Commission a Shelf
Registration Statement relating to the offer and sale of the Registrable
Securities and shall use its best efforts to cause such Shelf Registration
Statement to be declared effective under the Securities Act as promptly as
practicable, but in any event within one hundred eighty (180) days after the
date hereof.

          (b) Effectiveness of Registration Statement. The Company shall use its
best efforts to cause the Shelf Registration Statement to be continuously
effective in order to permit the prospectus forming part thereof to be usable by
the holders of the Registrable Securities for resale of Registrable Securities
for a period of two (2) years from the effective time of the Shelf Registration
Statement, or such shorter period that will terminate when there are no
Registrable Securities outstanding.

          (c) Postponement. Notwithstanding the provisions of Section 1(a) or
1(b), the Company may suspend the use of any prospectus contained in the Shelf
Registration Statement for a period not to exceed ninety (90) days in any
twelve-month period if the Company reasonably determines based upon the advice
of counsel that such use would interfere with any material financing,
acquisition, corporate reorganization or other material corporate transaction


<PAGE>   2


involving the Company, or would require premature disclosure of any material,
non-public information. In the event that the Company so postpones the use of
any prospectus contained in the Shelf Registration Statement, the Company shall
promptly deliver to each holder of Registrable Securities a certificate signed
by an executive officer of the Company stating that the Company is postponing
such use pursuant to this Section 1(c) and a general statement of the reason for
such postponement and an approximation of the anticipated delay. In the event
that the Company so suspends the use of any prospectus contained in the Shelf
Registration Statement, each seller of Registrable Securities shall discontinue
disposition of Registrable Securities covered by the prospectus until the
earlier of (i) the date copies of a supplemented or amended prospectus are
distributed to such seller, (ii) the date such seller is advised in writing by
the Company that the use of the prospectus may be resumed or (iii) the date of
the expiration of the ninety-day period set forth in this Section 1(c).

          (d) Registration Procedures. In connection with the Shelf Registration
Statement, the Company shall use its best efforts to:

               (i) prepare and file with the Commission such amendments and
     supplements to such registration statement and the prospectus used in
     connection therewith as may be necessary to keep such registration
     statement effective and in compliance with the provisions of the Securities
     Act with respect to the disposition of all Registrable Securities until the
     earlier of (A) such time as all such Registrable Securities have been
     disposed of in accordance with the intended methods of disposition by the
     sellers thereof set forth in such registration statement and (B) a period
     of two (2) years from the effective time of such registration statement or
     such shorter period that will terminate when there are no Registrable
     Securities outstanding;

               (ii) furnish to each seller of Registrable Securities such number
     of copies of such registration statement, each amendment and supplement
     thereto (including all exhibits thereto), the prospectus included in such
     registration statement (including each preliminary prospectus and summary
     prospectus) and such other documents (including documents incorporated
     therein by reference) as such seller may reasonably request in order to
     facilitate the disposition of the Registrable Securities owned by such
     seller;

               (iii) register or qualify such Registrable Securities under such
     other securities or blue sky laws of such jurisdictions as any seller
     reasonably requests and do any and all other acts and things which may be
     reasonably necessary or advisable to enable such seller to consummate the
     disposition in such jurisdictions of the Registrable Securities owned by
     such seller; provided, that the Company will not be required to (A) qualify
     generally to do business in any jurisdiction where it would not otherwise
     be required to qualify but for this subparagraph, (B) subject itself to
     taxation in any such jurisdiction or (C) consent to general service of
     process in any such jurisdiction;



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<PAGE>   3
               (iv) promptly notify each seller of such Registrable Securities,
     at any time when a prospectus relating thereto is required to be delivered
     under the Securities Act, of the happening of any event as a result of
     which the prospectus included in such registration statement contains an
     untrue statement of a material fact or omits to state any material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, and, at the request of any such seller, the Company will
     prepare a supplement or amendment to such prospectus so that, as thereafter
     delivered to the purchasers of such Registrable Securities, such prospectus
     will not contain an untrue statement of a material fact or omit to state
     any material fact necessary to make the statements therein not misleading;

               (v) promptly notify each seller of such Registrable Securities in
     writing (A) when the registration statement and each amendment or
     supplement thereto is filed and becomes effective, (B) of any request by
     the Commission for any amendment or supplement to the registration
     statement, (C) if the Company shall receive notice or obtain knowledge of
     the issuance by the Commission of any stop order suspending the
     effectiveness of the registration statement or the threat or initiation of
     any proceedings for that purpose and (D) of the issuance by any state
     securities or other regulatory authority of any order suspending the
     qualification or exemption from qualification of any of the Registrable
     Securities under state securities or "blue sky" laws or the initiation of
     any proceedings for that purpose;

               (vi) cause all such Registrable Securities to be listed on each
     securities exchange on which similar securities issued by the Company are
     then listed and, if not so listed, to be listed on the NASD automated
     quotation system;

               (vii) provide a transfer agent and registrar for all such
     Registrable Securities not later than the effective date of such
     registration statement;

               (viii) make generally available to its security holders, as soon
     as reasonably practicable, an earnings statement covering the period of at
     least twelve months beginning with the first day of the Company's first
     full calendar quarter after the effective date of such registration
     statement, which earnings statement shall satisfy the provisions of Section
     11(a) of the Securities Act and Rule 158 thereunder; and

               (ix) in the event of the issuance of any stop order suspending
     the effectiveness of a registration statement, or of any order suspending
     or preventing the use of any related prospectus or suspending the
     qualification of any Registrable Securities included in such registration
     statement for sale in any jurisdiction, use its best efforts to promptly
     obtain the withdrawal of such order.

          (e) Registration Expenses. All expenses incident to the Company's
performance of or compliance with this Section 1 shall be borne by the Company,
including all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws,



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<PAGE>   4

printing expenses, messenger and delivery expenses, fees and disbursements of
counsel for the Company and its independent certified public accountants and
other Persons retained by the Company, the Company's internal expenses
(including all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit or quarterly
review, the expense of any liability insurance and the expenses and fees for
listing the securities to be registered on each securities exchange on which
similar securities issued by the Company are then listed or on the NASD
automated quotation system. The Company shall not be responsible for any
discounts, commissions, fees or expenses of any underwriters of any offering in
connection with Section 1(f) or any fees or disbursements of counsel for any
holder of Registrable Securities. In connection with any underwritten offering
pursuant to Section 1(f), the Company shall also bear all reasonable fees and
disbursements of underwriters' counsel in connection with any blue sky
memorandum or survey and the fees and expenses of its independent certified
public accountants in connection with any special audits and/or cold comfort
letter required or delivered.

          (f)  Underwritten Offering.

               (i) During the term of this Agreement, the holders of at least
     sixty-seven percent (67%) of the Registrable Securities may request that
     they sell Registrable Securities pursuant to the Shelf Registration
     Statement in an underwritten offering by delivering written notice to the
     Company, which notice shall state the number of Registrable Securities to
     be disposed of and the intended method of disposition of the Registrable
     Securities held by such holders; provided, that the Company shall not be
     required to effect an underwritten registration pursuant to this Section
     1(f) unless the holders of Registrable Securities requesting such
     registration propose to dispose of Registrable Securities having an
     aggregate price to the public (before deduction of underwriting discounts
     and expenses of sale) of at least $50,000,000. Upon receipt of such a
     request, the Company shall provide all holders of Registrable Securities
     written notice of the request, which notice shall inform such holders that
     they have the opportunity to participate in the offering. To the extent
     desired by the holders initiating the request, the underwritten offering
     shall be in the form of a "firm commitment" underwritten offering. In any
     such underwritten offering, the investment banker(s) and manager(s) that
     will administer the offering will be selected by, and the underwriting
     arrangements with respect thereto (including the size of the offering) will
     be approved by, the Company; provided, that such investment bankers and
     managers and underwriting arrangements must be reasonably satisfactory to
     the holders of at least sixty-seven percent (67%) of the Registrable
     Securities to be included in such offering. The Company shall not be
     obligated to cooperate with more than one underwritten offering during the
     term of this Agreement.

               (ii) No holder may participate in any underwritten offering
     contemplated hereby unless (i) such holder agrees to sell such holder's
     Registrable Securities to be included in the underwritten offering in
     accordance with any approved underwriting arrangements and (ii) such holder
     completes, executes and performs under




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<PAGE>   5

     all questionnaires, powers of attorney, custody agreements, indemnities,
     underwriting agreements, lock-up letters and other documents required under
     the terms of such approved underwriting arrangements; provided, that no
     holder of Registrable Securities shall be required to make any
     representations or warranties in connection with any underwritten
     registration other than representations and warranties as to (A) such
     holder's ownership of the Registrable Securities to be transferred free and
     clear of all liens, claims and encumbrances, (B) such holder's power and
     authority to execute and deliver the underwriting and other agreements
     required to be executed by such holder, (C) such holder's power and
     authority to transfer the Registrable Securities and (D) such matters
     pertaining to compliance with securities laws as may be reasonably
     requested.

               (iii) In connection with any underwritten offering, in addition
     to the obligations of the Company under Section 1(d), the Company shall use
     its best efforts to:

                    (A) enter into and perform its obligations under an
          underwriting agreement in customary form with the investment banker(s)
          or manager(s) of the offering;

                    (B) furnish an opinion of counsel representing the Company
          in customary form and a cold comfort letter from the Company's
          independent public accountants in customary form and covering such
          matters of the type customarily covered by cold comfort letters; and

                    (C) make available for inspection by any seller of
          Registrable Securities, any underwriter participating in any
          disposition pursuant to such registration statement and any attorney,
          accountant or other agent retained by any such seller or underwriter,
          all financial and other records, pertinent corporate documents and
          properties of the Company, and cause the Company's officers,
          directors, employees and independent accountants to supply all
          information reasonably requested by any such seller, underwriter,
          attorney, accountant or agent in connection with such registration
          statement; provided, that such Persons execute and deliver to the
          Company confidentiality agreements in customary form.

          (g)  Indemnification.

               (i) The Company agrees to indemnify, to the extent permitted by
     law, each holder of Registrable Securities, its officers, directors,
     managers, stockholders, members, partners and each other Person who
     controls such holder (within the meaning of the Securities Act) (A) against
     all losses, claims, damages, liabilities and expenses ("Losses") caused by
     any untrue or alleged untrue statement of material fact contained in the
     Shelf Registration Statement and any prospectus or preliminary prospectus
     included therein or any amendment thereof or supplement thereto or any
     omission or alleged omission of a material fact required to be stated
     therein or necessary to make the



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<PAGE>   6

     statements therein not misleading, (B) against all Losses caused by any
     violation by the Company of the Securities Act in connection with the Shelf
     Registration Statement or any prospectus or preliminary prospectus included
     therein or any amendment thereof or supplement thereto, (C) against all
     Losses paid in settlement of any claim arising out of or relating to any
     such untrue statement or omission and (D) against all legal and other
     expenses reasonably incurred in investigating, preparing or defending
     against any claim arising out of or relating to any such untrue statement
     as such expenses are incurred, except insofar as the same are made in
     reliance upon and in conformity with any information furnished in writing
     to the Company by such holder of Registrable Securities expressly for use
     therein or arise from such holder's failure to deliver a copy of the
     registration statement or prospectus or any amendments or supplements
     thereto to a purchaser after the Company has furnished such holder of
     Registrable Securities with a sufficient number of copies of the same. In
     connection with an underwritten offering pursuant to Section 1(f), the
     Company will indemnify such underwriters, their officers and directors and
     each Person who controls such underwriters (within the meaning of the
     Securities Act) to the same extent as provided above with respect to the
     indemnification of the holders of Registrable Securities.

               (ii) Each holder of Registrable Securities will furnish to the
     Company in writing such information and affidavits as the Company
     reasonably requests for use in connection with the Shelf Registration
     Statement and, to the extent permitted by law, will indemnify the Company,
     its directors, officers, managers, stockholders, members, partners and each
     other Person who controls the Company (within the meaning of the Securities
     Act) against all Losses (A) resulting from any untrue or alleged untrue
     statement of material fact contained in the Shelf Registration statement,
     prospectus or preliminary prospectus or any amendment thereof or supplement
     thereto or any omission or alleged omission of a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading, (B) against all Losses caused by any violation by such holder
     of the Securities Act in connection with the Shelf Registration Statement
     or any prospectus or preliminary prospectus included therein or any
     amendment thereof or supplement thereto, (C) against all Losses paid in
     settlement of any claim arising out of or relating to any such untrue
     statement or omission and (D) against all legal and other expenses
     reasonably incurred in investigating, preparing or defending against any
     claim arising out of or relating to any such untrue statement as such
     expenses are incurred, but only to the extent that such untrue statement or
     omission is contained in any information or affidavit so furnished in
     writing to the Company by such holder; provided, that the obligation to
     indemnify will be limited to the net amount of proceeds received by such
     holder from the sale of Registrable Securities pursuant to the Shelf
     Registration Statement and will be several, and not joint and several, in
     proportion to the amount of Registrable Securities sold by such holder.

               (iii) Any Person entitled to indemnification hereunder will (A)
     give prompt written notice to the indemnifying party of any claim with
     respect to which it seeks indemnification and (B) unless in such
     indemnified party's reasonable judgment a



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<PAGE>   7

     conflict of interest between such indemnified and indemnifying parties may
     exist with respect to such claim, permit such indemnifying party to assume
     the defense of such claim (including the right to settle such claim) with
     counsel reasonably satisfactory to the indemnified party. If such defense
     is assumed, the indemnifying party will not be subject to any liability for
     any settlement made by the indemnified party without its consent (but such
     consent will not be unreasonably withheld). An indemnifying party who is
     not entitled to, or elects not to, assume the defense of a claim will not
     be obligated to pay the fees and expenses of more than one counsel (other
     than local counsel) for all parties indemnified by such indemnifying party
     with respect to such claim, unless in the reasonable judgment of any
     indemnified party a conflict of interest may exist between such indemnified
     party and any other of such indemnified parties with respect to such claim.

               (iv) If the indemnification provided for in this Section 1(g) is
     held by a court of competent jurisdiction to be unavailable to an
     indemnified party with respect to any Losses, then the indemnifying party,
     in lieu of indemnifying such indemnified party hereunder, shall contribute
     to the amount paid or payable by such indemnified party as a result of such
     Losses in such proportion as is appropriate to reflect the relative fault
     of the indemnifying party on the one hand and of the indemnified party on
     the other hand in connection with the statement or omission that resulted
     in such Losses. The relative fault of the indemnifying party and the
     indemnified party shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or
     omission or alleged omission to state a material fact relates to
     information supplied by the indemnifying party or by the indemnified party
     and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such statement or omission. The parties
     hereto agree that it would not be just and equitable if contribution
     pursuant to this Section 1(g)(iv) were determined by pro rata allocation
     (even if the holders of Registrable Securities or any underwriters or all
     of them were treated as one entity for such purpose) or by any other method
     of allocation which does not take account of the equitable considerations
     referred to in this Section 1(g)(iv). The amount paid or payable by an
     indemnified party as a result of any Losses shall be deemed to include any
     legal or other fees or expenses reasonably incurred by the indemnified
     party in connection with investigating or, except as provided otherwise in
     this Section 1(g), defending any such action or claim. Notwithstanding the
     provisions of this Section 1(g)(iv), no holder of Registrable Securities
     shall be required to contribute an amount greater than the dollar amount by
     which the net proceeds to be received by such holder from the sale of such
     Registrable Securities pursuant to the Shelf Registration Statement exceeds
     the amount of damages which such holder has otherwise been required to pay
     with respect to such statement or omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The obligations of the holders of
     Registrable Securities and any underwriters in this Section 1(g)(iv) to
     contribute shall be several in proportion to the



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<PAGE>   8

     amount of Registrable Securities registered or underwritten, as the case
     may be, by them and not joint.

               (v) The indemnification provided for under this Agreement will
     remain in full force and effect regardless of any investigation made by or
     on behalf of the indemnified party or any officer, director or controlling
     Person of such indemnified party, will survive the transfer of securities
     and will survive any termination of this Agreement.

          (h)  Rule 144 Reporting. With a view to making available the benefits
of certain rules and regulation of the Commission which may permit the sale of
restricted securities to the public without registration, the Company agrees to
use its best efforts to:

               (i) make and keep public information available in compliance with
     Rule 144(c) promulgated under the Securities Act;

               (ii) file with the Commission in a timely manner all reports and
     other documents required of the Company under the Exchange Act in
     compliance with Rule 144(c)(i) promulgated under the Securities Act; and

               (iii) so long as a holder owns any Registrable Securities,
     furnish to such holder upon request, a written statement by the Company as
     to its compliance with the reporting requirements of the Exchange Act and a
     copy of the most recent annual or quarterly report of the Company filed
     under the Exchange Act.

          2.   Restriction On Sales of Shares.

          (a)  Transfer of Shares.

               (i) No Stockholder shall sell, transfer, assign, pledge or
     otherwise dispose of ("Transfer") any Stockholder Shares held by such
     Stockholder until the six month anniversary of the date of this Agreement
     and thereafter each Stockholder shall be entitled to Transfer after each
     date specified below only the percentage of Stockholder Shares held by such
     Stockholder set forth opposite such date:



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<PAGE>   9

              ANNIVERSARY DATE OF THIS    PERCENTAGE OF STOCKHOLDER SHARES HELD
                      AGREEMENT                       BY STOCKHOLDER
                      ---------                       --------------
                       6 month                              25%
                      10 month                              50%
                      14 month                              75%
                      18 month                             100%

               (ii) The restrictions contained in this Section 2(a) shall not
     apply with respect to any Transfer of any Stockholder Shares held by such
     Stockholder or any of its permitted transferees (i) to an Affiliate of such
     Stockholder or such permitted transferee, (ii) to another Stockholder or
     (iii) pursuant to applicable laws of descent and distribution or among such
     Stockholder's or permitted transferee's Family Group; provided, that the
     restrictions contained in this Section 2 shall continue to be applicable to
     the Stockholder Shares after any such Transfer; and provided, further, that
     the transferees of such Stockholder Shares shall have agreed in writing to
     be bound by the provisions of this Agreement.

          (b)  Legend. Each certificate evidencing Stockholder Shares and each
certificate issued in exchange for or upon the transfer of any Stockholder
Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form:

          "The securities represented by this certificate (i) have not been
          registered under the Securities Act of 1933 and may not be sold,
          transferred, assigned, pledged or otherwise disposed of unless so
          registered or pursuant to an exemption therefrom and (ii) are subject
          to restrictions contained in a Stockholders Agreement among the issuer
          of such securities and certain stockholders. A copy of such
          Stockholders Agreement will be furnished without charge by the issuer
          of the securities to the holder hereof upon written request."

          (c)  Opinion of Counsel. In connection with any Transfer of any
Stockholder Shares, the holder thereof shall deliver written notice to the
Company describing in reasonable detail the transaction and, if such Transfer is
other than a Transfer permitted under Section 2(a)(ii) or a Transfer made
pursuant to the Shelf Registration Statement, an opinion of counsel which (to
the Company's reasonable satisfaction) is knowledgeable in securities law
matters to the effect that such Transfer of Stockholder Shares may be effected
without registration of such Stockholder Shares under the Securities Act. In
connection with any sale of Stockholder Shares made pursuant to the Shelf
Registration Statement, the Company shall



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<PAGE>   10

provide to its transfer agent an opinion of counsel to permit the legend
described above to be removed from the certificate evidencing the Stockholder
Shares to be so sold.

          3.   Definitions.

          "Affiliate" means, with respect to any specified Person, (i) any other
Person which, directly or indirectly, owns or controls, is under common
ownership or control with, or is owned or controlled by, such specified Person,
(ii) any stockholder, partner or member of such specified Person and (iii) any
beneficiary of such specified Person.

          "Business Day" shall mean any day of the year other than (i) any
Saturday or Sunday or (ii) any other day on which banks located in New York, New
York generally are closed for business.

          "Commission" means the Securities and Exchange Commission.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Family Group" means a Person's spouse, siblings, parents and
descendants and any trust or entity solely for the benefit of the Person and/or
the Person's spouse, siblings, parents and/or descendants.

          "Person" means any individual, corporation, proprietorship, firm,
partnership, limited partnership, limited liability company, trust, association
or other entity.

          "Registrable Securities" means (i) any Shares issued or issuable
pursuant to the Merger Agreement, (ii) any Shares issued or issuable pursuant to
the Purchase Agreement, (iii) any other Shares issued or issuable with respect
to the securities referred to in clauses (i) or (ii) above by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular Registrable Securities, such securities will cease to be Registrable
Securities when they (i) have been effectively registered under the Securities
Act and disposed of in accordance with the registration statement covering them,
(ii) have become eligible for sale pursuant to Rule 144(k) (or any similar
provision then in force) under the Securities Act or (iii) have been sold to the
public through a broker, dealer or market maker in compliance with Rule 144
under the Securities Act (or any similar rule then in force).

          "Securities Act" means the Securities Act of 1933, as amended.

          "Shares" means the Class A Common Stock, par value $0.01 per share, of
the Company.

          "Shelf Registration Statement" means a "shelf" registration statement
filed under the Securities Act providing for the registration of, and sale on a
continuous or delayed basis by the holders of, all of the Registrable Securities
pursuant to Rule 415 under the Securities Act



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<PAGE>   11

filed by the Company pursuant to Section 1(a), including any prospectus
contained herein, any amendment and supplements to such registration statement
and all exhibits and material incorporated by reference in such registration
statement.

          "Stockholder Shares" means any Shares issued or issuable pursuant to
the Merger Agreement, (ii) any Shares issued or issuable pursuant to the
Purchase Agreement, (iii) any other Shares issued or issuable with respect to
the securities referred to in clauses (i) or (ii) above by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization.

          4. Miscellaneous.

          (a) Termination. This Agreement will terminate upon the second
anniversary of the date hereof.

          (b) Amendment and Waiver. The provisions of this Agreement may be
amended, modified, supplemented or waived but only in a writing signed by the
Company and the holders of at least sixty-seven percent (67%) of the Stockholder
Shares held by the Stockholders. Each holder of Stockholder Shares shall be
bound by any such amendment, modification, supplement or waiver. The failure of
a party hereto at any time or times to require performance of any provision
hereof shall in no manner affect its right at a later time to enforce the same
and no waiver in any one or more instances shall be deemed to be a further or
continuing waiver of any such condition or breach in other instances or a waiver
of any other condition or breach of any other provision.

          (c) Notices. Any notice, request, instruction or other document to be
given hereunder by a party hereto shall be in writing and shall be deemed to
have been given, (i) when received if given in person or by courier or a courier
service, (ii) on the date of transmission if sent by telex, facsimile or other
wire transmission (receipt confirmed) or (iii) three (3) Business Days after
being deposited in the U.S. mail, certified or registered mail, postage prepaid:

               (i)   If to the Company, addressed as follows:

               AMERITRADE HOLDING CORPORATION 4211 South 102nd
               Street Omaha, Nebraska 68127 Attention:
               Phone No.:
               Facsimile No.:

               with a copy to:

               MAYER, BROWN & PLATT
               190 South LaSalle Street
               Chicago, Illinois  60603
               Attention: Carol S. Rivers, Esq.
               Phone No.:  (312) 782-0600
               Facsimile No.:  (312) 701-7711




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<PAGE>   12

               (ii) If to any Stockholder, addressed as set forth on the
     signature pages attached hereto;

or to such other individual or address as a party hereto may designate for
itself by notice given as herein provided.

          (d) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

          (e) Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. In addition, this Agreement may be assigned by any Stockholder in
connection with any permitted transfer of Stockholder Shares pursuant to Section
2(a)(ii).

          (f) No Third Party Beneficiaries. This Agreement is solely for the
benefit of the parties hereto and, to the extent provided herein, the Persons
set forth in Section 1(g), and no provision of this Agreement shall be deemed to
confer upon other third parties any remedy, claim, liability, reimbursement,
cause of action or other right.

          (g) Severability. If any provision of this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality or enforceability of
the other provisions hereof shall not be affected thereby, and there shall be
deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue that reflects the
intentions of the parties.

          (h) Applicable Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of Delaware
without giving effect to the principles of conflicts of law thereof.

          (i) Specific Performance. The parties hereto recognize and affirm that
money damages may not be an adequate remedy for any breach of the provisions of
this Agreement. Accordingly, the parties hereto agree that any party shall have
the right to enforce its rights and the obligations of any other party hereto
under this Agreement not only by an action or actions for damages, but also by
an action or actions for specific performance, injunction and/or other equitable
relief in order to enforce or prevent any violations (whether anticipatory,
continuing or



                                       12
<PAGE>   13

future) of this Agreement. If a bond is required to be posted in order for any
party to secure an injunction, the parties agree that such bond need not exceed
the sum of $1,000.

          (j) Enforcement Expenses. In the event of any breach by the Company of
any of the provisions of this Agreement, the Company shall pay on demand all
expenses (including reasonable fees and expenses of counsel) incurred by any
holder of Stockholder Shares in connection with the enforcement by such holder
of its rights hereunder.









                                       13
<PAGE>   14

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                          AMERITRADE HOLDING CORPORATION



                                          By: /s/ James M. Ditmore
                                          Name: James M. Ditmore
                                          Title:


                                          FORETRADECAST L PARTNERS, L.P.


                                          By: KCE, L.P.
                                          Its: General Partner


                                          By: KCE Genpar, LLC
                                          Its: General Partner



                                          By: /s/ William P.Hallman, Jr.
                                          Name: William P. Hallman, Jr.
                                          Title: Vice President

                                          201 Main Street
                                          Suite 3200
                                          Ft. Worth, Texas  76102
                                          Attention:  William P. Hallman
                                          Phone No.: 817-338-8346
                                          Facsimile No.: 817-339-7286



                                       14
<PAGE>   15
                                          FORETRADECAST S PARTNERS, L.P.


                                          By: Carmel Land & Cattle Co., L.P.
                                          Its: General Partner

                                          By: Carmel Genpar, LLC


                                          By: /s/ William P. Hallman, Jr.
                                          Name: William P. Hallman
                                          Title: Vice President

                                          201 Main Street
                                          Suite 3200
                                          Ft. Worth, Texas  76102
                                          Attention:  William P. Hallman
                                          Phone No.: 817-338-8346
                                          Facsimile No.: 817-339-7286






                                       15
<PAGE>   16

                                          /s/ James F. Howell
                                          James F. Howell, individually
                                                2406 Avalon
                                                Houston, Texas 77019



                                          /s/ Robert L. Earthman, Jr.
                                          Robert L. Earthman, Jr., individually
                                                7630 Del Monte
                                                Houston, Texas 77063



                                          /s/ Manmeet Singh
                                          Manmeet Singh, individually
                                                c/o TradeCast Ltd.
                                                5555 San Felipe
                                                Suite 525
                                                Houston, Texas 77056


                                          Howell 2000 Trust


                                          By: /s/ James F. Howell
                                          Name: James F. Howell, Trustee
                                                2406 Avalon
                                                Houston, Texas 77019

                                          Earthman 2000 Trust


                                          By: /s/ Robert L. Earthman, Jr.
                                          Name: Robert L. Earthman, Jr., Trustee
                                                7630 Del Monte
                                                Houston, Texas 77063




                                       16
<PAGE>   17


                                          HMS 2000 Trust


                                          By: /s/ Manmeet Singh
                                          Name: Manmeet Singh, Trustee
                                                c/o TradeCast Ltd.
                                                5555 San Felipe
                                                Suite 525
                                                Houston, Texas 77056




                                          NS 2000 Trust


                                          By: /s/ Manmeet Singh
                                          Name: Manmeet Singh, Trustee
                                                c/o TradeCast Ltd.
                                                5555 San Felipe
                                                Suite 525
                                                Houston, Texas 77056




                                          TS 2000 Trust


                                          By: /s/ Manmeet Singh
                                          Name: Manmeet Singh, Trustee
                                                c/o TradeCast Ltd.
                                                5555 San Felipe
                                                Suite 525
                                                Houston, Texas 77056




                                       17
<PAGE>   18


                                          Delta 2000 Trust


                                          By: /s/ Manmeet Singh
                                          Name: Manmeet Singh, Trustee
                                                c/o TradeCast Ltd.
                                                5555 San Felipe
                                                Suite 525
                                                Houston, Texas 77056




                                          Omega 2000 Trust


                                          By: /s/ Manmeet Singh
                                          Name: Manmeet Singh, Trustee
                                                c/o TradeCast Ltd.
                                                5555 San Felipe
                                                Suite 525
                                                Houston, Texas 77056





                                       18


</TEXT>
</DOCUMENT>
