Ameritrade’s Approach to M&A Integration Joe Moglia Chief Executive Officer Ameritrade Holding Corporation November 2, 2005 Ameritrade, Inc., member NASD/SIPC. Ameritrade, Inc. is a subsidiary of Ameritrade Holding Corporation. Ameritrade and Ameritrade logos are trademarks or registered trademarks of Ameritrade IP Company, Inc. ©2005 Ameritrade IP Company, Inc. All rights reserved. Used with permission.

Safe Harbor Statement This presentation contains forward-looking statements that involve risks and uncertainties. For example, statements related to projected earnings growth; realization of Ameritrade’s strategy; the service offerings of TD Ameritrade; the expected benefits to stockholders and customers; credit and interest rate risk; expected synergies of TD Ameritrade, including cost savings and revenue opportunities, and the timing of the synergy realization; the expected accretive nature of the transaction and the timing of the accretion; the expected financial and operational performance of TD Ameritrade, including increased net income and pre-tax margin; accelerated business growth; industry rankings and competitive position; execution of integration plans; management and organizational structure; the dividend to be paid to Ameritrade stockholders; timing of the closing; future consolidation and growth; and other statements that are not historical facts, are all forward-looking statements. These statements reflect only our current expectations and are not guarantees of future performance or results. Various factors could cause actual results to differ materially from those anticipated by the forward-looking statements. These factors include the possibility that the necessary stockholder and regulatory approvals are not obtained; that the transaction does not close when expected or at all, or that the companies may be required to modify aspects of the transaction to achieve regulatory approval; that the bank sweep agreement does not obtain regulatory approval; that financing will not be available to fund the dividend or, if available, will be at a higher interest rate than expected; that prior to the closing of the proposed transaction, the businesses of the companies suffer due to uncertainty; that TD Ameritrade is unable to transition customers, successfully execute its integration strategies, or achieve planned synergies, or that the occurrence of these events takes longer than expected; that management is unable to accurately forecast the anticipated financial results of Ameritrade or TD Ameritrade or the timing of when those results will be realized; that TD Ameritrade is unable to compete successfully in this highly competitive and rapidly changing marketplace; that the parties are unable to retain employees that are key to the operations of the combined business; and that TD Ameritrade is unable to identify and realize future consolidation and growth opportunities. These and other risks that could cause actual results to differ materially from those described in the forward-looking statements are detailed from time to time in the documents filed by Ameritrade with the Securities and Exchange Commission, including Ameritrade’s most recent form 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Today’s Discussion Evolution to Acquisition Why is M&A so difficult? Why Ameritrade has been successful The perfect fit: TD Waterhouse USA

Industry Trends 200+ Online Brokers* 100+ 1997 - 1999 2000 2001 2005 Heavy Investment in Technology & Brand Rapid Capacity Expansion Bubble Bursts Industry Consolidation 1997 - 1999 2000 2001 2005 200+ Online Brokers* 100+ * Estimated based on AMTD management research.

Ameritrade Overview: Strategic Growth Total Accounts (000s) 5,996(1) 3,520 3,171 3,001 Announced TD Waterhouse Deal 1,794 1,233 560 Acquired 6 Smaller Brokerage Firms 98 Merged with Datek IPO Acquired NDB.com 1997 1999 2000 2001 - 2005 Total accounts are all open client accounts (funded and unfunded), except clearing accounts. (1) As of September 30, 2005; pro forma for closing of TD Waterhouse acquisition.

Ameritrade EPS Performance $1.02 $0.83 Orange dotted lines indicate Company’s earnings guidance. Earnings are per diluted share.

Power of Operating Leverage and Scalability Average Client Trades/Day Expenses Excluding Advertising(1) Qtr Ended Net Revenues Pre-Tax Margin Net Income Annualized Qtr ROE Market Cap Jun 02 74K $100.3M $73.4M 3% $5.8M 6% $1.0B Sept 05 146K $274.3M $95.9M 58% $96.5M 25.1% $8.7B Change 97% 173% 31% 1833% 1564% 318% 770% (1) See attached reconciliation of financial measures. June 2002 was prior to the merger with Datek.

Why is M&A so difficult?

Most Mergers Fail from a Shareholder’s Perspective(1) All Acquirors(2) Created shareholder value Losers’ performance: These 61% of acquirors underperformed their industry peers by 25% Destroyed shareholder value (1) Source: Business Week, “The Merger Hangover: How Most Big Acquisitions Have Destroyed Shareholder Value”, October 14, 2002. (2) Source: CFO, “Secrets of the M&A Masters; Revealing the Path to a Successful Deal”, September 2005.

Reasons for M&A Failure % of Executives Who Cite Reason as “Major” or “Very Major” Source: Bain and Company Survey, Fall 2002. Actual category titles truncated.

Why Ameritrade has been so successful

Ameritrade’s Viewpoint; Deal Challenges Concern How to Mitigate Poor integration process Inability to realize synergies Cultural conflicts Plan in place / clear goals / accountability Continually enhance process Make the “tough” decisions, don’t delay Start integration planning early Drive towards common processes and platforms Strong integration process Give authority / expect accountability Respect different ideas and new approaches

Ameritrade’s Viewpoint; Deal Challenges (cont’d) Concern How to Mitigate People / employees Failed due diligence / surprises Strategic Fit Market conditions Doubts No “Us & Them”; only “We” Learn from past deals Don’t rush process or force the deal Clearly define business goals Prioritize and align organization around In-depth industry knowledge “Always shopping” Ask the “silly” questions

Ameritrade’s Viewpoint; Deal Challenges (cont’d) Concern How to Mitigate Bidding Process Core Business Loss of Clients Best interests of Shareholders and Clients Business Goals, core competencies In-depth industry knowledge Understand why they are there (there is a reason) Understand their behavior

Know What Shareholders Want What They Want How We Deliver It Return Growth in cash and earnings EPS accretion; do not overpay Time Horizon for expected cash flows Deliver on communicated timetable Risk Acceptable level of risk Understand the risk Transparency Method for measurement Clear communication

Decision Making Process Forward Integration Global/Local New Geographies New Value Chain Steps Core New Channels New Businesses Internet New Models New Customer Segments New Products Micro-segmentation Next Generation Source: Chris Zook, “Beyond the Core”.

Goals of Integration Create state-of-the-art, low cost operations Preserve every client relationship Retain the best: People Processes Products and systems across both companies Treat every associate fairly and with respect Exceed transaction goals Synergies Timing EPS Accretion

Execute Decisions Expeditiously Run the Base Business Aggressively Integration Planning Follow the Money Execute Decisions Expeditiously Track Progress Run the Base Business Aggressively Head count Vendors Equipment Capitalized costs Do not search for perfection (speed matters) Build a strong fact base early Momentum -- build off small “wins” Create measures for success & targets Focus majority of efforts on the business, not the integration Measure service levels, productivity, business momentum and employee turnover frequently Communicate Communicate Communicate

Has it worked for Ameritrade?

Synergies from Operations Datek Results Promised Delivered Account Retention 90% 94% $145M $245M 12 months 9 months Synergies from Operations Integration Timeline

Datek Merger Impact on Power of Operating Leverage and Scalability Sept 04 Change Jun 02 Qtr Ended Average Client Trades/Day Revenues Expenses* Excluding Advertising Net Income Before Taxes Market Cap 74K $100.3M $73.4M $5.8M $1.0B 124K $186.8M $72.9M $57.2M $4.8B 68% 86% -1% 886% 380% Ameritrade closed the merger with Datek on September 9, 2002. *See attached reconciliation of financial measures. **Net Income before taxes from Ongoing Operations. See attached reconciliation of financial measures.

Deals: Datek Case Study Accelerating Shareholder Value Through Merger “We believe these 2 deals (Datek and NDB.com) accelerated the maturity of the company (AMTD) by at least 8 years. In other words, the company is at the point now where the leverage of scale economies is delivering 45% pre-tax margins, a stage where we believe it would have taken the company 8 years to achieve through organic growth.”¹ ¹Robert Sobhani, Smith Barney, October 16, 2003 Ameritrade has paid compensation for investment banking services to Citigroup within the past 12 months. Smith Barney is a division and service mark of Citigroup Global Markets Inc.

TD Ameritrade: The Perfect Fit

Strengthens core business, accelerates growth & expands earnings TD Ameritrade – A Powerful Combination Strengthens core business, accelerates growth & expands earnings Leverage platform with larger client base Adds accounts and trades Entrenched strong player Active Traders Adds assets and asset-based revenues New client base, suite of products, branch network, WICs, bank access Long-term Amerivest Investors Adds advisors, assets and asset-based revenues RIA Entrenched strong player AMTD TDW USA

Combined Operating Metrics TD Ameritrade (As Adjusted) Average client trades per day Qualified accounts 164,000 1,721,000 75,000 1,527,000 239,000 3,248,000 Total accounts 3,652,000 2,279,000 5,931,000 Total client assets ($B) $75.6 $143.4 $219.0 RIA relationships 1,400 2,600 4,000 Branches 4 143 147 (1) (2) Note: Data as of or for the quarter ended March, 2005. Ameritrade metrics adjusted for the sale of Ameritrade Canada (1) Total accounts for Ameritrade are all open client accounts (funded and unfunded), except Clearing accounts. (2) Total accounts for TD Waterhouse U.S.A. are all funded and unfunded client accounts.

If it’s good for shareholders, clients, and associates, do it!

Appendix

Reconciliation of Financial Measures

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