Form of Employment Agreement dated January 21, 2003 by and between the Company and Mitchell H. Caplan, Arlen W. Gelbard, Josh Levine and R. Jarrett Lillien

EXHIBIT 10.59

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (the “Amendment”) is made effective this 21^st day of January, 2003 (the “Effective Date”), by and between E*TRADE Group, Inc., a Delaware corporation (“Company”), and [Name of Officer] (“Executive”).

A.    The Company and Executive are parties to an employment agreement dated May 1, 2002 (the “Employment Agreement”).

B.    Paragraph 3(d) of the Employment Agreement provides that, in the event of a Change in Control of the Company (as defined in the Employment Agreement), all outstanding grants of stock options and/or restricted stock shall become immediately vested.

C.    The Company and Executive have agreed that this provision of the Employment Agreement is no longer in the interest of either of the parties. Therefore, in exchange for good and valuable consideration, the sufficiency of which is acknowledged by each of the parties, the Employment Agreement is hereby amended to delete Paragraph 3(d) in its entirety.

D.    Except as specifically provided above, all other terms and conditions of the Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.