EXHIBIT 10.2

                   SUMMARY OF FISCAL 2005 PERFORMANCE CRITERIA
          AMERITRADE HOLDING CORPORATION 2002 MANAGEMENT INCENTIVE PLAN

The Company's executive officers participate in the Ameritrade Holding
Corporation 2002 Management Incentive Plan. This shareholder approved plan is
based on the achievement of key corporate performance metrics and is intended to
be qualified under Section 162(m) of the Internal Revenue Code in order to
maximize tax deductibility for the Company, while providing strong incentive for
goal achievement at the highest levels of the organization. Each year the
Compensation Committee establishes the performance goals that must be achieved
for awards under the plan, identifies eligible participants, and establishes
target incentive percentages for each participant. For fiscal year 2005, the
Compensation Committee identified eligible participants and determined that the
performance criteria will be based on the Company's earnings per share ("EPS"),
and established two formulas that permit the determination of different
components of each participant's bonus award, subject to the CEO's
recommendation to the Compensation Committee to award a lesser amount. Under the
first component, if the performance criteria up to specified levels are reached,
the bonus award is paid in cash and if the performance criteria above specified
levels are reached, the bonus award for these excess levels is paid in
restricted stock units. If restricted stock units are awarded, they will be
vested immediately; however the participant is required to hold the units for at
least three years. Under the second component, if the performance criteria meet
or exceed the specified level, a cash award not to exceed $2 million in the
aggregate may be paid. The Compensation Committee, on December 3, 2004, approved
the aforementioned Management Incentive Plan for fiscal year 2005.