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THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMERITRADE
HOLDING CORPORATION FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 12, 2003 AND AT ANY POSTPONEMENT OR ADJOURNMENT
THEREOF.
The undersigned hereby authorizes the Board of Directors of Ameritrade
Holding Corporation (the "Company"), or any successors
in their respective positions, as proxy, with full powers of substitution,
to represent the undersigned at the Annual Meeting of Stockholders
of the Company to be held at the Joslyn Art Museum, on Wednesday,
February 12, 2003, at 10:30 a.m., Central Standard Time and at
any postponement or adjournment of said meeting and thereat to
act with respect to all votes that the undersigned would be entitled
to cast, if then personally present, in accordance with the instructions
below and on the reverse hereof.
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ELECTION
OF CLASS I DIRECTORS
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FOR all nominees
listed below for terms to expire
in 2006 (except as marked to the
contrary below) |
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WITHHOLD
AUTHORITY to vote for all nominees
listed below
Michael D. Fleisher
Glenn H. Hutchins
Thomas S. Ricketts |
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(INSTRUCTIONS: To withhold authority to vote for
any individual nominee, mark "FOR" but
write that nominee’s name in the space provided
below.) |
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AUDITORS.
Ratification of the appointment of Deloitte &
Touche LLP as independent auditors for the fiscal
year ending September 26, 2003.
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FOR |
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AGAINST |
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ABSTAIN |
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AMENDMENT
OF DIRECTORS INCENTIVE PLAN.
Proposal to amend the Company’s 1996 Directors
Incentive Plan to increase the number of shares
the Company may issue under the plan.
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FOR |
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AGAINST |
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ABSTAIN |
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To
vote, in its discretion, upon any other business
that may properly come before the Annual Meeting
or any postponement or adjournment thereof. Management
is not aware of any other matters which should come
before the Annual Meeting.
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FOR |
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AGAINST |
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ABSTAIN |
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF THE BOARD OF
DIRECTORS’ NOMINEES FOR CLASS I DIRECTORS, FOR THE RATIFICATION
OF THE APPOINTMENT OF AUDITORS AND FOR THE PROPOSAL TO AMEND THE
1996 DIRECTORS INCENTIVE PLAN.
This proxy is revocable and the undersigned
may revoke it at any time prior to the Annual Meeting by giving
written notice of such revocation to the Secretary of the Company
prior to the meeting or by filing with the Secretary of the Company
prior to the meeting a later-dated proxy. Should the undersigned
be present and want to vote in person at the Annual Meeting, or
at any postponement or adjournment thereof, the undersigned may
revoke this proxy by giving written notice of such revocation to
the Secretary of the Company on a form provided at the meeting.
The undersigned hereby acknowledges receipt of a Notice of Annual
Meeting of Stockholders of the Company called for February 12,
2003 and the Proxy Statement for the Annual Meeting prior to the
signing of this proxy.
Dated: ___________________________________
_________________________________________________
(Signature)
_________________________________________________
(Signature if held jointly)
Please sign exactly as name appears on this proxy. When shares
are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian,
please give your full title. If a corporation, please sign
in full corporate name by authorized officer. If a partnership
or LLC, please sign in firm name by authorized partner or
member.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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