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Notice of Grant of Stock Option - E*Trade Group Inc. and Theodore Theophilos

                              E*TRADE GROUP, INC.
                        NOTICE OF GRANT OF STOCK OPTION

     Notice is hereby given of the following option grant (the 'Option') to
purchase shares of the Common Stock of E*TRADE Group, Inc. (the 'Corporation'):

     Optionee:  Theodore Theophilos

     Grant Date:  December 1, 1999

     Vesting Commencement Date:  December 1, 1999

     Exercise Price:  $ 15.00 per share

     Number of Option Shares:  100,000 shares

     Expiration Date:  November 30, 2009

     Type of Option:  Non-Statutory Stock Option

     Vesting Schedule:  100% of the Option Shares are fully vested as of the
     Vesting Commencement Date.

     Optionee understands and agrees that this Option is granted subject to and
in accordance with the terms of the Stock Option Agreement with Optionee.
Optionee further agrees to be bound by the terms of the Option as set forth in
the Stock Option Agreement attached hereto as Exhibit A.

     No Employment or Service Contract.  Nothing in this Notice or in the
attached Stock Option Agreement shall confer upon Optionee any right to continue
in Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining Optionee) or of Optionee, which rights are hereby
expressly reserved by each, to terminate Optionee's Service at any time for any
reason, with or without cause.

     Definitions.  All capitalized terms in this Notice shall have the meaning
assigned to them in this Notice or in the attached Stock Option Agreement.


                                      E*TRADE GROUP, INC.

                                      By: ___________________________

                                      Title: _________________________

                                      Theodore Theophilos, OPTIONEE

                                      Address:  ______________________


Exhibit A - Stock Option Agreement


                                   EXHIBIT A

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