1. 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.

2. 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.

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

4. 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
Online Brokers*
100+
* Estimated based on AMTD management research.

5. 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.

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

7. 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.

8. Why is M&A so difficult?

9. 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.

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

11. Why Ameritrade has been so successful

12. 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

13. 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

14. 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

15. 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

16. 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”.

17. 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

18. 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

19. Has it worked for Ameritrade?

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

21. 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.

22. 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.

23. TD Ameritrade: The Perfect Fit

24. 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

25. 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, 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.

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

27. Appendix

28. Reconciliation of Financial Measures