Form of 1996 Directors Incentive Plan Restricted Stock Agreement

AMERITRADE HOLDING CORPORATION
1996 DIRECTORS INCENTIVE PLAN


RESTRICTED STOCK AGREEMENT


THIS AGREEMENT, made and entered into as of _____________ (the "Award Date") by and between Ameritrade Holding Corporation (the "Company") and _____________ (the "Director");


WITNESSETH THAT:


WHEREAS, the Company maintains the Ameritrade Holding Corporation 1996 Directors Incentive Plan (the "Plan");


WHEREAS the Director is a Non-Employee Director of the Company (as defined in the Plan) whose first term began on _____________;


WHEREAS, pursuant to the terms of the Plan, each Non-Employee Director is to be awarded shares of the Company's common stock ("Stock") upon his election to the Board of Directors of the Company (the "Board") for his first term, which Stock is subject to certain vesting conditions and the purpose of this Agreement is to evidence that award;


NOW, THEREFORE, the Company and the Participant hereby agree as follows:


1. Award. This Agreement evidences the award to the Director, pursuant to the terms of the Plan, of ______ shares of Stock. The award of Stock is subject in all respects to the terms of this Agreement and the Plan.


2. Earning of Shares. The shares of Stock subject to this Agreement shall be earned (or vested) in three substantially equal annual installments beginning on the first anniversary of the Award Date. Prior to the date on which a share is earned, the Director shall have no rights as a sharehold ...