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                              STOCKHOLDER AGREEMENT



                                     between



                      NATIONAL DISCOUNT BROKERS GROUP, INC.



                                       and



                                DEUTSCHE BANK AG



                            Dated as of June 15, 2000















<PAGE>





                                TABLE OF CONTENTS



                                                                            Page



                                    ARTICLE I



                         REPRESENTATIONS AND WARRANTIES



1.1      Representations and Warranties of the Parties.........................1







                                   ARTICLE II



                      AFFIRMATIVE COVENANTS OF THE COMPANY



2.1      Prohibition on Certain Sales..........................................1



2.2      Anti-Dilution Right...................................................2



2.3      Board of Directors....................................................3



2.4      SEC Documents.........................................................4



2.5      Voting................................................................4



2.6      Limitation on Certain Poison Pills....................................4



2.7      Termination of Certain Provisions.....................................5





                                   ARTICLE III



                              ADDITIONAL AGREEMENTS



3.1      Restrictions on Transfer..............................................6



3.2      Permitted Transfers; Legends..........................................6



3.3      Determination of Beneficial Ownership;

         Computation of Percentage Ownership...................................8



3.4      Reporting of Beneficial Ownership.....................................8



3.5      Regulatory Compliance Cooperation.....................................9





                                   ARTICLE IV



                             DB STANDSTILL AGREEMENT



4.1      DB Standstill........................................................10



4.2      Obligation to Sell...................................................11



4.3      No Solicitation......................................................12



4.4      Termination of Article...............................................13



4.5      Notice of Termination................................................14







                                    ARTICLE V



                                  MISCELLANEOUS



5.1      Survival of Representations..........................................14



5.2      Parties in Interest..................................................14



5.3      Amendments and Waivers; Entire Agreement.............................15



5.4      Notices..............................................................15



5.5      Expenses.............................................................16



5.6      Counterparts.........................................................16



5.7      Effect of Headings...................................................16



5.8      Governing Law........................................................16



5.9      Assignment...........................................................16



5.10     Waiver of Jury Trial.................................................16



5.11     Attorneys' Fees......................................................17



5.12     Right of First Offer on Registered Public Offerings..................17



5.13     Right of First Refusal on Private and Rule 144 Sales.................18



5.14     Termination; Availability of Remedies................................19



5.15     Injunctive Relief....................................................19







<PAGE>



                              STOCKHOLDER AGREEMENT



         THIS STOCKHOLDER AGREEMENT (this "Agreement") is entered into as of

June 15, 2000 by and among National Discount Brokers Group, Inc., a Delaware

corporation (the "Company"), and Deutsche Bank AG, a corporation organized under

the laws of the Federal Republic of Germany ( "DB", and together with the

Company, the "Parties"). Capitalized terms used herein without definition shall

have the meanings set forth in Annex A hereto.



         WHEREAS, it is a condition precedent to the consummation of the

transactions contemplated by the Securities Purchase Agreement that the Parties

shall have entered into an agreement substantially in the form hereof.



         NOW, THEREFORE, for and in consideration of the mutual consents and

agreements herein contained, the parties hereto do hereby covenant and agree as

follows:



                                    ARTICLE I



                         REPRESENTATIONS AND WARRANTIES



     1.1 Representations and Warranties of the Parties. Each of the Parties

hereby represents and warrants to the other on and as of the date hereof that:

(i) such Party is a corporation duly organized and validly existing under the

laws of the jurisdiction of its incorporation; (ii) such Party has all necessary

power and has taken all necessary corporate action required for the due

authorization, execution, delivery and performance by such Party of this

Agreement; (iii) this Agreement is a legal, valid and binding obligation of such

Party, enforceable in accordance with its terms, except that the enforceability

hereof or thereof may be subject to bankruptcy, insolvency, reorganization,

moratorium or other similar laws now or hereafter in effect relating to

creditors' rights generally and that the remedy of specific performance and

injunctive and other forms of equitable relief may be subject to equitable

defenses and to the discretion of the court before which any proceeding may be

brought; and (iv) none of the execution, delivery or performance of this

Agreement will violate, or result in any breach of, or constitute a default

under any provision of the constituent documents of such Party, or any statute,

rule or regulation, material contract or lease, judgment, decree or other

material document or instrument by which such Party is bound or to which its

assets are subject.



                                   ARTICLE II



                      AFFIRMATIVE COVENANTS OF THE COMPANY



         Without limiting any other covenant or provision hereof, the Company

covenants and agrees that it shall observe the following covenants on and after

the date hereof:



     2.1 Prohibition on Certain Sales. The Company shall not, without the prior

written consent of DB,



     (a) issue or sell any shares of its Voting Capital Stock or Common Stock

Equivalents to any Prospective Purchaser (other than to any Existing Holder) if

upon consummation of such issuance or sale, such Prospective Purchaser would

beneficially own in the aggregate, directly or indirectly, more than nineteen

and three-tenths percent (19.3%), but less than a majority, of the then

outstanding Voting Capital Stock of the Company calculated on a fully diluted

basis (excluding for purposes of such calculation any Permitted Holdings of such

Prospective Purchaser); provided that, for purposes of this subsection (a), the

issuance or sale of any Common Stock Equivalent shall be deemed to be the

issuance or sale, at the date such Common Stock Equivalent is first issued or

sold, of the Voting Capital Stock issuable upon the conversion, exercise or

exchange of such Common Stock Equivalent (without regard to any adjustment

required by the terms of such instrument, or the purchase and sale thereof, in

the event of an extraordinary corporate transaction or any subsequent issuance

of Voting Capital Stock or Common Stock Equivalents), as if the holder's rights

to convert, exercise or exchange such Common Stock Equivalent had matured, and

such holder had performed all obligations required to be performed in connection

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