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| February 12, 2003 |
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| The Annual Meeting of Stockholders
of Ameritrade Holding Corporation (the "Company")
will be held at the Joslyn Art Museum, 2200 Dodge
Street in Omaha, Nebraska on Wednesday, February
12, 2003, at 10:30 a.m., Central Standard Time,
for the following purposes: |
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- To elect three Directors to the Board of
Directors;
- To ratify the appointment of Deloitte
& Touche LLP as independent auditors
for the Company for the fiscal year ending
September 26, 2003;
- To vote upon a proposal to amend the Company's
1996 Directors Incentive Plan to increase
the maximum aggregate number of shares
the Company may issue under the plan;
- To transact such other business as may
properly come before the meeting or any
postponement or adjournment thereof.
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Only stockholders of record at
the close of business on December 20, 2002 will
be entitled to notice of and to vote at the meeting.
Stockholders, whether or not they expect to be present
at the meeting, are requested to sign and date the
enclosed proxy, which is solicited on behalf of
the Board of Directors, and return it promptly in
the envelope enclosed for that purpose. If you elected
to receive the Annual Report and Proxy Statement
electronically over the Internet, you will not receive
a paper proxy card, unless you request one, and
we encourage you to vote online. If you did not
elect to receive the materials through the Internet,
you may still vote your shares electronically by
following the procedures described in the Company's
Proxy Statement. Any person giving a proxy has the
power to revoke it at any time prior to the meeting
and Stockholders who are present at the meeting
may withdraw their proxies and vote in person.
By Order of the Board of Directors |
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J. Peter Ricketts
Secretary
Omaha, Nebraska
January 10, 2003 |
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