Stockholders Agreement

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


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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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(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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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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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
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