Form of Loan, Note and Stock Pledge Agreement





EXHIBIT 10.2

LOAN AGREEMENT

        This Loan Agreement ("Agreement") is made effective this 30th day of March, 2001, by and between Pamela Kramer ("Borrower")
and E*TRADE Group, Inc., a Delaware corporation ("Lender"), with reference to the following:

        A.        Borrower, an executive employee of Lender, desires to borrow from Lender and Lender is willing
to loan to Borrower the principal amount of One Hundred Thousand Dollars ($100,000) upon the terms set forth herein.

        NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Borrower and Lender agree as follows:

        1.        Loan Agreement.    Subject to the terms and conditions of this
Agreement, and in reliance upon the representations and warranties of Borrower set forth in this Agreement, Lender agrees to make to Borrower, and Borrower agrees to accept from Lender, a loan (the "Loan") in the principal amount of One
Hundred Thousand Dollars ($100,000).

        2.        Loan Terms.    The Loan shall be evidenced by a Promissory Note in
the form of Exhibit A to this Agreement (the "Note") and the related Stock Pledge Agreement executed by Borrower on this date (the "Stock Pledge Agreement"). The Loan shall bear interest at the rate per annum specified in the
Note and Borrower shall pay the Note in accordance with the terms thereof. 

        3.        Notices.    All notices, requests, demands, and other communications
required or permitted to be given under this Agreement shall be in writing and shall be sent by United States mail, postage prepaid, certified return receipt requested, or by personal delivery, or by overnight courier, addressed to the other party
as set forth below or at such other places as may be designated in notice to the other party given as provided herein. Notice shall be deemed effective upon actual receipt, if personally delivered, one business day following deposit with Federal
Express or other reputable, national overnight courier that provides a receipt, or on the third day following deposit in the United States mail in the manner described above. 

	 	Borrower:	Lender:
	 	Pamela Kramer 	E*TRADE Group, Inc.
	 	519 Placitas Ave.	4500 Bohannon Drive
	 	Menlo Park, CA 94025	Menlo Park, CA 94025
	 	 	Attention: Theodore J. Theophilos 


        5.        Loan Not to Affect Employment.    Borrower agrees and understands
that nothing in this Agreement shall confer any right with respect to the continuation of her employment with Lender or any of its subsidiaries, nor shall this Agreement interfere in any way with her right or Lender's right to terminate her
employment at any time, with or without cause, in accordance with the Management Continuity Agreement dated October 25, 2000, between Borrower and Lender (the "Employment Agreement"). 




        6.        Acceleration.    The amount of all advances of principal and all
interest accrued under the Note shall become immediately due and payable within thirty (30) calendar days following any termination of Borrower's employment by Lender.

        7.        Entire Agreement.    The foregoing, including the Promissory Note and
the Stock Pledge Agreement, constitutes the entire agreement between the parties regarding the Loan and may be modified only by writing signed by Borrower and Lender. There are no agreements, representations, or warranties between the parties with
regard to the Loan other than those expressly set forth in this Agreement and the Employment Agreement. 

        8.        Representation of the Parties.    Borrower acknowledges that (i) she
has been advised by attorneys for Lender to consult with her separate legal, tax and financial counsel about the terms of this Loan, including but not limited to the tax effects of any forgiveness of principal or interest due under the Note, and
(ii) she has had an adequate opportunity to consult with such separate counsel before executing this Agreement.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. 

	Borrower: 	 	Lender:
	 	 	E*TRADE Group, Inc.
	 	 	 	 
	/s/ Pamela Kramer 
 	 	By 	/s/ Christos M. Cotsakos 
 
	Pamela Kramer 	 	Christos M. Cotsakos
	 	 	Chairman and Chief Executive Officer





EXHIBIT A


FORM OF PROMISSORY NOTE




PROMISSORY NOTE

	$100,000.00	Menlo Park, California


March 30, 2001 


        For value received, Pamela Kramer ("Borrower") promises to pay to the order of E*TRADE Group, Inc., a Delaware corporation
("Lender"), the principal sum of One Hundred Thousand Dollars ($100,000.00)(the "Principal"), in lawful money of the United States of America, with interest thereon to be computed from date of the funding of this Note at the
Interest Rate defined below, in accordance with the terms of this Note. The place of payment shall be 4500 Bohannon Drive, Menlo Park, California, or at such other place as the holder of this Note may from time to time require.

        Accrued interest on this Note shall be due and payable on March 30, 2002, with the entire principal balance of this Note, together with any
remaining accrued and unpaid interest due and payable on March 30, 2003 (the "Maturity Date"), except as expressly provided in this Note and that certain Loan Agreement between Borrower and Lender of even date herewith (the "Loan
Agreement").

        The term Interest Rate as used in this Note shall mean a rate of interest equal to four and eighty-six hundredths percent (4.86%) per annum,
compounded and paid annually. All computations of interest shall be made on the basis of a year of 360 days for the actual number of days occurring in the period for which such interest is payable. 

        Payment of this Note shall be secured by a pledge of Borrower's interest in to be executed this date by Borrower. Borrower, however, shall remain
personally liable for payment of this Note, and assets of the Borrower, in addition to the collateral under the Unit Pledge Agreement, may be applied to the satisfaction of Borrower's obligations hereunder.

        All amounts payable under this Note are payable in lawful money of the United States. Checks constitute payment only when collected. This Note may
be prepaid, in whole or in part, without penalty.

        This Note is subject to the terms and conditions of the Loan Agreement, which, among other things, contains provisions for acceleration of the
maturity of this Note. 

        This Note is governed by the laws of the State of California.

        If Lender delays in exercising or fails to exercise any of its rights under this Note, that delay or failure shall not constitute a waiver of any
of Lender's rights, or of any breach, default or failure of condition of or under this Note. No waiver by Lender of any of its rights, or of any such breach, default or failure of condition shall be effective, unless the waiver is expressly stated
in a writing signed by Lender. 

        Notwithstanding anything to the contrary contained in this Note or the Loan Agreement, the interest rate applicable to this Loan and each advance
hereunder shall be not less than the Applicable Federal Rate set by the U.S. Treasury for determining below market loans pursuant to Section 7872 of the Internal Revenue Code of 1986, as now in effect (the "Internal Revenue
Code"). This Loan is not intended as a "below market loan" as such term is used in Section 7872 of the Internal Revenue Code, or any comparable applicable state tax law ("Below Market Loan"). The parties hereby agree that if
any court or governmental taxing authority having jurisdiction over Borrower or Lender shall determine that this Loan is a Below Market Loan, the interest rate payable under this Note shall then be increased to the extent necessary to remove this
Loan from any otherwise applicable definition of a Below Market Loan. 

        This Note inures to and binds the heirs, legal representatives, successors and permitted assigns of Borrower and Lender; provided, however, that
Borrower may not assign this Note or any Loan funds, or assign or delegate any of his rights or obligations hereunder, without the prior written consent of Lender in each instance. Lender in its sole discretion may transfer this Note on the terms
and subject to the conditions of the Loan Agreement, without the consent of Borrower.

        IN WITNESS WHEREOF, Borrower has duly executed and delivered this Note to Lender as of the date first above written.

	 	Borrower:
	 	 
	 	/s/ Pamela Kramer





E*TRADE GROUP, INC.

STOCK PLEDGE AGREEMENT

        THIS STOCK PLEDGE AGREEMENT is made effective as of March 30, 2001 by and between E*TRADE Group, Inc., a Delaware corporation (the
"Corporation"), and Pamela Kramer ("Pledgor").

RECITALS

        A.        The Corporation has made a loan to Pledgor in the principal amount of One Hundred Thousand
Dollars ($100,000.00) as evidenced by the Loan Agreement and Promissory Note executed herewith (the "Note").

        B.        Pledgor wishes to pledge her interest in certain shares of common stock of the Corporation upon
the terms set forth in this Agreement.

        NOW, THEREFORE, it is hereby agreed as follows:

                    1.        Grant of Security
Interest.    Pledgor hereby grants the Corporation a security interest in, and assigns, transfers to and pledges with the Corporation, the following securities and other property (collectively, the
"Collateral"):

	 	
                               
     (i)        40,000 shares of the Corporation's Common Stock currently held in the name of Pledgor, (the "Pledged Shares") which shall be delivered to and deposited with
the Corporation as collateral for the Note;


	 	 
	 	                           
         (ii)       any and all new, additional or different securities or other property subsequently distributed with respect to the Pledged Shares which are to be
delivered to and deposited with the Corporation pursuant to the requirements of Paragraph 3 of this Agreement;
	 	 
	 	                           
         (iii)      any and all other property and money which is delivered to or comes into the possession of the Corporation pursuant to the terms of this Agreement;
and
	 	 
	 	                           
         (iv)      the proceeds of any sale, exchange or disposition of the property and securities described in subparagraphs (i), (ii) or (iii) above.


                    2.       
 Warranties.    Pledgor hereby warrants that Pledgor is the owner of the Collateral and has the right to pledge the Collateral and that the Collateral is free from all liens, adverse claims
and other security interests (other than those created hereby).

                    3.        Duty
to Deliver.    Any new, additional or different securities or other property (other than regular cash dividends) which may now or hereafter become distributable with respect to the Collateral by reason of (i) any
stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Common Stock as a class without the Corporation's receipt of consideration or (ii) any merger, consolidation or other
reorganization affecting the capital structure of the Corporation shall, upon receipt by Pledgor, be promptly delivered to and deposited with the Corporation as part of the Collateral hereunder. Any such securities shall be accompanied by one or
more properly-endorsed stock power assignments.

                    4.       
 Payment of Taxes and Other Charges.    Pledgor shall pay, prior to the delinquency date, all taxes, liens, assessments and other charges against the Collateral, and in the event of
Pledgor's failure to do so, the Corporation may at its election pay any or all of such taxes and other charges without contesting the validity or legality thereof. The payments so made shall become part of the indebtedness secured hereunder and
until paid shall bear interest at the minimum per annum rate, compounded semi-annually, required to avoid the imputation of interest income to the Corporation and compensation income to Pledgor under the Federal tax laws.

                    5.        Stockholder
Rights.    So long as there exists no event of default under Paragraph 10 of this Agreement, Pledgor may exercise all stockholder voting rights and be entitled to receive any and all regular cash dividends paid on
the Collateral and all proxy statements and other stockholder materials pertaining to the Collateral.

                    6.       
 Rights and Powers of Corporation.    The Corporation may, without obligation to do so, exercise at any time and from time to time one or more of the following rights and powers with
respect to any or all of the Collateral:

	 	
                               
     (i)        subject to the applicable limitations of Paragraph 9, accept in its discretion other property of Pledgor in exchange for all or part of the Collateral and release
Collateral to Pledgor to the extent necessary to effect such exchange, and in such event the other property received in the exchange shall become part of the Collateral hereunder;


	 	 
	 	                           
         (ii)       perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral
by this Agreement; and
	 	 
	 	                           
         (iii)      transfer record ownership of the Collateral to the Corporation or its nominee and receive, endorse and give receipt for, or collect by legal proceedings
or otherwise, dividends or other distributions made or paid with respect to the Collateral, provided and only if there exists at the time an outstanding event of default under Paragraph 10 of this Agreement. Any cash sums which the
Corporation may so receive shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application as the Corporation deems appropriate. Any remaining cash shall be paid over to Pledgor.


                    Any action by the Corporation pursuant to the provisions of this
Paragraph 6 may be taken without notice to Pledgor. Expenses reasonably incurred in connection with such action shall be payable by Pledgor and form part of the indebtedness secured hereunder as provided in Paragraph 12.




                    7.        Care of
Collateral.    The Corporation shall exercise reasonable care in the custody and preservation of the Collateral. However, the Corporation shall have no obligation to (i) initiate any action with respect to, or
otherwise inform Pledgor of, any conversion, call, exchange right, preemptive right, subscription right, purchase offer or other right or privilege relating to or affecting the Collateral, (ii) preserve the rights of Pledgor against adverse claims
or protect the Collateral against the possibility of a decline in market value or (iii) take any action with respect to the Collateral requested by Pledgor unless the request is made in writing and the Corporation determines that the requested
action will not unreasonably jeopardize the value of the Collateral as security for the Note and other indebtedness secured hereunder.

                    Subject to the limitations of Paragraph 9, the Corporation may at any time
release and deliver all or part of the Collateral to Pledgor, and the receipt thereof by Pledgor shall constitute a complete and full acquittance for the Collateral so released and delivered. The Corporation shall accordingly be discharged from any
further liability or responsibility for the Collateral, and the released Collateral shall no longer be subject to the provisions of this Agreement.

                    8.        Transfer of
Collateral.    In connection with the transfer or assignment of the Note (whether by negotiation, discount or otherwise), the Corporation may transfer all or any part of the Collateral, and the transferee shall
thereupon succeed to all the rights, powers and remedies granted the Corporation hereunder with respect to the Collateral so transferred. Upon such transfer, the Corporation shall be fully discharged from all liability and responsibility for the
transferred Collateral.

                    9.        Release of
Collateral.    Provided all indebtedness secured hereunder (other than payments not yet due and payable under the Note) shall at the time have been paid in full and there does not otherwise exist any event of
default under Paragraph 10, the Pledged Shares, together with any additional Collateral which may hereafter be pledged and deposited hereunder, shall be released from pledge and returned to Pledgor in accordance with the following
provisions:

	 	
                               
     (i)        Upon payment or prepayment of principal under the Note, together with payment of all accrued interest to date on the principal amount so paid or prepaid, one or more of
the Pledged Shares held as Collateral hereunder shall (subject to the applicable limitations of Paragraphs 9(iii) and 9(v) below) be released at the time of such payment or prepayment. The number of the shares to be so released shall be equal to the
number obtained by multiplying (i) the total number of Pledged Shares held under this Agreement at the time of the payment or prepayment, by (ii) a fraction, the numerator of which shall be the amount of the principal paid or prepaid and the
denominator of which shall be the unpaid principal balance of the Note immediately prior to such payment or prepayment. In no event, however, shall any fractional shares be released. 


	 	 
	 	                           
         (ii)       Any additional Collateral which may hereafter be pledged and deposited with the Corporation (pursuant to the requirements of Paragraph 3) with
respect to the Pledged Shares shall be released at the same time the particular shares of Common Stock to which the additional Collateral relates








	 	are to be released in accordance with the applicable provisions of Paragraph 9(i) or 9(vi).
	 	 
	 	                           
         (iii)      Under no circumstances, however, shall any Pledged Shares or any other Collateral be released if previously applied to the payment of any indebtedness
secured hereunder. In addition, in no event shall any Pledged Shares or other Collateral be released pursuant to the provisions of Paragraph 9(i), 9(ii) or 9(vi) if, and to the extent, the fair market value of the Common Stock and all other
Collateral which would otherwise remain in pledge hereunder after such release were effected would be less than the unpaid principal and accrued interest under the Note.
	 	 
	 	                           
         (iv)      For all valuation purposes under this Agreement, the fair market value per share of Common Stock on any relevant date shall be determined in accordance
with the following provisions:
	 	 
	 	                           
                     (A)        If the Common Stock is at the time traded on the Nasdaq National Market,
the fair market value shall be the average of the high and low selling prices per share of Common Stock on the date in question, as such prices are reported by the National Association of Securities Dealers on the Nasdaq National Market. If there is
no average of the high and low selling prices for the Common Stock on the date in question, then the average of the high and low selling prices on the last preceding date for which such quotation exists shall be determinative of fair market
value.
	 	 
	 	                           
                     (B)        If the Common Stock is at the time listed on the American Stock Exchange
or the New York Stock Exchange, then the fair market value shall be the average of the high and low selling prices selling prices per share of Common Stock on the date in question on the securities exchange serving as the primary market for the
Common Stock, as such prices are officially quoted in the composite tape of transactions on such exchange. If there is no average of the high and low selling prices of Common Stock on such exchange on the date in question, then the fair market value
shall be the average of the high and low selling prices on the exchange on the last preceding date for which such quotation exists.
	 	 
	 	                           
                     (C)        If the Common Stock is at the time neither listed on any securities
exchange nor traded on the Nasdaq National Market, the fair market value shall be determined by the Corporation's Board of Directors after taking into account such factors as the Board shall deem appropriate. 
	 	 
	 	                           
         (v)       So long as the Collateral is in whole or in part comprised of "margin stock" within the meaning of Section 221.2 of Regulation U of the
Federal Reserve Board, then no Collateral shall be substituted for any Collateral under the provisions of Paragraph 6(i) or be released under Paragraph 9(i), 9(ii) or 9(vi), unless there is compliance with each of the following additional
requirements:





	 	                           
                     (A)        The substitution or release must not increase the amount by which the
indebtedness secured hereunder at the time of such substitution or release exceeds the maximum loan value (as defined below) of the Collateral immediately prior to such substitution or release.
	 	 
	 	                           
                     (B)        The substitution or release must not cause the amount of indebtedness
secured hereunder at the time of such substitution or release to exceed the maximum loan value of the Collateral remaining after such substitution or release is effected. 
	 	 
	 	                           
                     (C)        For purposes of this Paragraph 9(v), the maximum loan value of each item
of Collateral shall be determined on the day the substitution or release is to be effected and shall, in the case of the shares of Common Stock and any additional Collateral (other than margin stock), equal the good faith loan value thereof (as
defined in Section 221.2 of Regulation U) and shall, in the case of all margin stock (other than the Common Stock), equal fifty percent (50%) of the current market value of such margin stock.
	 	 
	 	                           
         (vi)      The Compensation Committee of the Corporation's Board of Directors shall have the discretion, exercisable upon such terms and conditions as the
Compensation Committee deems advisable, to authorize the release of one or more shares of Common Stock from pledge hereunder in the event the maximum loan value of the Collateral pledged hereunder (as such value is determined pursuant to
subparagraph 9(v)(C)) should substantially exceed the outstanding indebtedness at the time secured hereunder. Any such release of the pledged shares of Common Stock shall, however, be effected in compliance with the requirements of subparaphs (iii)
and (v) of this Paragraph 9.


                    10.      Events of
Default.    The occurrence of one or more of the following events shall constitute an event of default under this Agreement:

	 	                         
           (i)      the failure of Pledgor to pay, when due under the Note, any installment of principal or accrued interest; or
	 	 
	 	
                               
     (ii)     the occurrence of any other acceleration event specified in the Note; or


	 	 
	 	                         
           (iii)    the failure of Pledgor to perform any obligation imposed upon Pledgor by reason of this Agreement; or
	 	 
	 	                           
         (vi)    the breach of any warranty of Pledgor contained in this Agreement. 


                    Upon the occurrence of any such event of default, the Corporation may, at
its election, declare the Note and all other indebtedness secured hereunder to become immediately due and payable and may exercise any or all of the rights and remedies granted to a secured party under the provisions of the California Uniform
Commercial Code (as now or hereafter in effect),
including (without limitation) the power to dispose of the Collateral by public or private sale or to accept the Collateral in full payment of the Note and all other indebtedness secured hereunder.

                    Any proceeds realized from the disposition of the Collateral pursuant to
the foregoing power of sale shall be applied first to the payment of expenses incurred by the Corporation in connection with the disposition, then to the payment of the Note and finally to any other indebtedness secured hereunder. Any surplus
proceeds shall be paid over to Pledgor. However, in the event such proceeds prove insufficient to satisfy all obligations of Pledgor under the Note, then Pledgor shall remain personally liable for the resulting deficiency.

                    11.      Other
Remedies.  The rights, powers and remedies granted to the Corporation pursuant to the provisions of this Agreement shall be in addition to all rights, powers and remedies granted to the Corporation under any statute or rule of law.
Any forbearance, failure or delay by the Corporation in exercising any right, power or remedy under this Agreement shall not be deemed to be a waiver of such right, power or remedy. Any single or partial exercise of any right, power or remedy under
this Agreement shall not preclude the further exercise thereof, and every right, power and remedy of the Corporation under this Agreement shall continue in full force and effect unless such right, power or remedy is specifically waived by an
instrument executed by the Corporation.

                    12.      Costs and
Expenses. All costs and expenses (including reasonable attorneys fees) incurred by the Corporation in the exercise or enforcement of any right, power or remedy granted it under this Agreement shall become part of the indebtedness
secured hereunder and shall constitute a personal liability of Pledgor payable immediately upon demand and bearing interest until paid at the minimum per annum rate, compounded semi-annually, required to avoid the imputation of interest income to
the Corporation and compensation income to Pledgor under the Federal tax laws.

                    13.      Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without resort to that State's conflict-of-laws rules.

                    14.     
 Successors.  This Agreement shall be binding upon the Corporation and its successors and assigns and upon Pledgor and the executors, heirs and legatees of Pledgor's estate.




                    15.     
 Severability. If any provision of this Agreement is held to be invalid under applicable law, then such provision shall be ineffective only to the extent of such invalidity, and neither the remainder of such
provision nor any other provisions of this Agreement shall be affected thereby.

                    IN WITNESS WHEREOF, this Agreement has been executed by Pledgor and
the Corporation on this 30th day of March, 2001.

 

	 	  	 
 Pamela Kramer, Pledgor 
	 	 
	 	 	Address: 	 
 
	 	 	  	  
	 	  	 
 
	 	 	 	 
	AGREED TO AND ACCEPTED BY:	 	 	 
	 	 	 	 
	
E*TRADE GROUP, INC.

	 	 	 
	 	 	 	 
	By: 	 
 	 	 	 
	 	 	 	 
	Title: 	 
 	 	 	 
	 	 	 	 
	Dated: March 30, 2001	 	 	 





ASSIGNMENT SEPARATE FROM CERTIFICATE

                    FOR VALUE RECEIVED, ______________ hereby sells, assigns and
transfers unto E*TRADE Group, Inc. (the "Corporation"),__________ (____) shares of the Common Stock of the Corporation standing in his name on the books of the Corporation represented by Certificate No. __________ herewith and does hereby
irrevocably constitute and appoint __________ Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises.

	Dated: 	 
 	 	Signature: 	 
 
	 	 	 	Pamela Kramer


 













Instruction:    Please do not fill in any blanks other than the signature line. Please sign exactly as your name appears on the issued stock certificate.