Attendance at Annual Meetings.  Absent exigent circumstances, all directors are expected to attend the company’s annual meeting of stockholders. TenAll of our eleven directors attendedat the time of our last annual meeting of stockholders, which was held in 2006.June 2007, attended such meeting.

Formal Closed Sessions.  At the conclusion of each regularly scheduled Board meeting, the outside directors have the opportunity to meet without our management or the other directors. The lead independent director leads the discussions.

Board Compensation.  Board compensation is determined by the Compensation Committee. Since 2003, Board compensation has consisted of a mixture of equity compensation and cash compensation. Board compensation is reviewed annually by the Compensation Committee. As of July 2007, the Compensation Committee which has notincreased fees payable for committee meetings and to our lead director and committee chairs and changed cash compensation since 2003 and has effectively reducedthe annual equity compensation by holding the numbercomponent of options granted annually to the same absolute number notwithstanding two subsequent stock splits. CurrentBoard compensation. A more detailed description of current Board compensation is describedcan be found under the heading “Compensation of Directors” below.

Stock Ownership Guidelines.  In September 2004, our Board adopted stock ownership guidelines to better align the interests of our directors and executivesexecutive officers with the interests of our stockholders and further promote our commitment to sound corporate governance. Under these guidelines, our executive officers are required to achieve ownership of eBay common stock valued at three times their annual base salary (five times in the case of our Chief Executive Officer, or CEO). The guidelines provide that the required ownership level for each executive officer is re-calculated whenever an executive officer changes pay grade, and as of January 1 of every third year. Until an executive officer achieves the required level of ownership, he or she is required to retain 25% of the after-tax net shares received as the result of the exercise of eBay stock options or the vesting of restricted stock or restricted stock units. Directors are required to achieve ownership of eBay common stock valued at three times the amount of the annual retainer paid to directors within three years of joining the Board, or in the case of directors serving at the time the guidelines were adopted, within three years of the date of adoption of the guidelines. A more detailed summary of our stock ownership guidelines can be found on our website athttp://investor.ebay.com/governance. All of our directors and all of our executive officers who began their employment with eBay prior to January 1, 2005 have achieved the level of stock ownership required under the guidelines. The ownership levels of our executivesexecutive officers and directors as of March 30, 2007April 22, 2008 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” below.

Outside Advisors.  The Board and each of its principal committees may retain outside advisors and consultants of their choosing at the company’s expense. The Board need not obtain management’s consent to

Succession Planning.  The Board recognizes the importance of effective executive leadership to eBay’s success, and meets to discuss executive succession planning at least annually. As part of this process, the Board reviews the capabilities of the company’s senior leadership as set out in written succession planning documents and identifies and discusses potential successors for members of the company’s executive staff, including the CEO. The Board was actively involved in the management succession announced in January 2008.

Auditor Independence.  eBay has taken a number of steps to ensure continued independence of ourits outside auditors. OureBay’s independent auditors report directly to the Audit Committee, and we limiteBay limits the use of ourits auditors for non-audit services. The fees for services provided by oureBay’s auditors in 2007 and 2006 and 2005 and oureBay’s policy onpre-approval of non-audit services are described under Proposal 43 below.

Corporate Hotline.  eBay has established a corporate hotline (operated by a third party) to allow any employee to confidentially and anonymously lodge a complaint about any accounting, internal control, auditing, or (where legally permissible) other matter of concern.

During 2006,2007, our Board held four10 meetings, and each Board member attended at least 75% of the aggregate of all of our Board meetings and committee meetings for committees on which such director served. The Board has three principal committees: an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee.

Our Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Our Audit Committee consists of Mr. Anderson, Ms. Lepore, Mr. Moffett and Mr. Schlosberg, each of whom is independent in accordance with the rules and regulations of the Nasdaq Global Select Market and the SEC. Mr. Anderson is the chairman of the committee. Mr. Moffett became a member of the Audit Committee effective July 17, 2007. The Audit Committee held 1312 meetings during 2006.2007. The primary responsibilities of the Audit Committee are to meet with our independent auditors to review the results of the annual audit and to discuss the financial statements, including the independent auditors’ judgment about the quality of accounting principles, the reasonableness of significant judgments, the clarity of the disclosures in the financial statements, eBay’s internal control over financial reporting, and management’s report with respect to internal control over financial reporting. Additionally, the Audit Committee meets with our independent auditors to review the interim financial statements prior to the filing of our Quarterly Reports onForm 10-Q, recommends to the Board the independent auditors to be

A more detailed description of the role of the committee, including the role of executive officers and consultants in compensation decisions, can be found under “Compensation Discussion and Analysis — Role of the Compensation Committee” and “— Role of Executive Officers and Consultants in Compensation Decisions” below.

Compensation Committee Interlocks and Insider Participation.  None.All members of the Compensation Committee during 2007 were independent directors, and no member was an employee or former employee of eBay. No Compensation Committee member had any relationship requiring disclosure under Item 404 of SECRegulation S-K. During 2007, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee or Board.

Our Corporate Governance and Nominating Committee consists of Mr. Cook, Mr. Ford, Ms. Lepore, Mr. Schlosberg, and Mr. Tierney. Mr. Ford became a member ofserved on the committee effective April 1, 2006.until March 27, 2008. Mr. Cook is the chairman of the committee. The committee met fourfive times during 2006.2007. The Corporate Governance and Nominating Committee makes recommendations to the Board as to the appropriate size of the Board or any Board committee, reviews the qualifications of candidates for the Board of Directors, and makes recommendations to the Board of Directors on potential Board members (whether as a result of vacancies, including any vacancy created by an increase in the size of the Board, or as part of the annual election cycle). The committee considers nominee recommendations from a variety of sources, including nominees recommended by stockholders. The committee has from time to time retained an executive search firm to help facilitate the screening and interview process of director nominees. The committee has not established specific minimum age, education, experience, or skill requirements for potential members, but, in general, expects that qualified candidates will have high-level managerial experience in a complex organization and will be able to represent the interests of the stockholders as a whole rather than special interest

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of March 30, 2007,April 22, 2008, by (i) each stockholder known to us to be the beneficial owner of more than 5% of our common stock, (ii) each director and nominee for director, (iii) each of the executive officers named in the Summary Compensation Table below, and (iv) all executive officers and directors as a group.

We believe that during the fiscal year ended December 31, 2006,2007, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements.requirements, except that the Form 5 involving a gift of shares held by Ms. Whitman’s children to a partnership where Ms. Whitman’s spouse serves as the managing general partner was filed late by Ms. Whitman.

In making this statement, we have relied upon a review of the copies of Section 16(a) reports furnished to us and the written representations of our directors, executive officers, and greater than 10% stockholders.

The Audit Committee is charged with reviewing and approving potential conflict of interest situations under our Code of Conduct, and with reviewing and approving all transactions with related persons that are required to be disclosed in this section of our proxy statement. The charter of our Audit Committee and our Code of Conduct may be found on our investor relations website athttp://investor.ebay.com/governance.

Our Board has adopted a written policy for the review of related person transactions. For purposes of the policy, a related person transaction includes transactions in which (1) the amount involved is more than $120,000 in any consecutive twelve-month period, (2) eBay is a participant, and (3) any related person has a direct or indirect material interest. The policy defines a “related person” to include directors, nominees for director, executive officers, holders of more than 5% of eBay’s outstanding common stock and their respective immediate family members. Pursuant to the policy, all related person transactions must be approved by the Audit Committee or, in the event of an inadvertent failure to bring the transaction to the Audit Committee for pre-approval, ratified by the Audit Committee. In the event that a member of the Audit Committee has an interest in a related person transaction, the transaction must be approved or ratified by the disinterested members of the Audit Committee. In deciding whether to approve or ratify a related person transaction, the Audit Committee will consider the following factors:

We are asking you to approve an amendment to our 1999 Globalthe eBay Inc. 2008 Equity Incentive Award Plan. Our Board has adopted, subject to stockholder approval, the eBay Inc. 2008 Equity Incentive Award Plan, which we referor the 2008 Plan, for members of our Board and employees and consultants of our company and its subsidiaries. The 2008 Plan will become effective if the 2008 Plan is approved by the affirmative vote of a majority of the votes cast with respect to as the 1999proposal by the shares present in person or represented by proxy and entitled to vote thereon at the Annual Meeting of Stockholders. A “majority of votes cast” means that the number of votes “FOR” the approval of the 2008 Plan must exceed the number of votes “AGAINST” the approval of the 2008 Plan.

The purpose of the amendment2008 Plan is to further satisfypromote the success and enhance the value of our company by linking the personal interests of the members of our Board, employees, and consultants to those of our stockholders and by providing such individuals with an incentive to work to generate superior returns to our stockholders. The 2008 Plan is also intended to provide us with flexibility in creating competitive plans to motivate, attract, and retain the services of members of our Board, employees, and consultants upon whose judgment, interest, and special effort our success is largely dependent.

As a result of various historical factors, we currently maintain multiple plans, each typically used to grant awards to different groups of employees. Over the next several years, we intend to reduce the number of plans we administer to two, one for stock options and the other for full-value equity grants, including restricted stock units, deferred stock units, and performance-based restricted stock units. A smoothly functioning equity award plan and program is vital to our daily operations and general compensation program. In addition, the 2008 Plan is designed to permit the grant of performance-based cash bonuses that comply with the requirements of Section 162(m) of the Internal Revenue Code, with respectso that in the future, we may be in a position to various kindseven further streamline the number of awards under the 1999 Plan. No additional shares are being requested to be reserved for issuance under the 1999 Plan.compensation plans we currently administer.

As described below under “— Federal Income Tax Information — Potential Limitation on Company Deductions,” Section 162(m)explained in greater detail in the Compensation Discussion and Analysis section of this proxy statement, over time our equity grants have shifted from being made in the Internal Revenue Codeform of 1986, as amended, which we refer to as the Code, denies a tax deduction to public companies for compensation paid to certain “covered employees” in a taxable year to the extent the compensation paidstock options to a covered employee exceeds $1,000,000, unless the plan contains certain features that enable the compensation to qualify as “performance-based compensation.” The 1999 Plan does contain the features necessary to qualify stock options as performance-based compensation. However, with respect to stock bonuses,mix of restricted stock units (which are performance-based in the case of the most senior group of management) and stock options for our most senior classes of employees and purely as restricted stock purchase awards (which are referred to collectively as “full value awards”), oneunits for other employees. As a result of this shift, we have granted substantially all of the plan features required by Section 162(m) is an established set of performance criteria and procedures for setting and assessing attainment of performance goalsrestricted stock units that are approved by the company’s stockholders. The 1999 Plan currently does not contain performance criteria or procedures for setting and assessing attainment of performance goals. Therefore, in order for full value awardscan be granted under the 1999 Planour existing plans. In order to potentially qualify for full tax deductibility to eBay under Section 162(m), you are being asked to approve and amendment to the 1999 Plan to include (i) a set of performance criteria and procedures for setting and assessing attainment of performance goals and (ii) other conforming changes discussed below. If this amendment to the 1999 Plan is not approved by our stockholders, we intend to continue to grant awards under the 1999 Plan, including awards to employees who are “covered employees” for purposes of Section 162(m), in which case grants of full value awards may not be fully deductible under Section 162(m).

We have reserved anAn aggregate of 52,000,00035 million shares of our common stock are available for issuancegrant pursuant to the 2008 Plan. The shares of common stock covered by the 2008 Plan may be treasury shares, authorized but unissued shares, or shares purchased in the open market.

To the extent that an award terminates, expires, or lapses for any reason, or an award is settled in cash without delivery of shares to the participant, then any shares subject to the award may be used again for new grants under the 19992008 Plan. As of March 30, 2007, there were 24,906,602Additionally, any shares tendered or withheld to be issuedsatisfy the grant or exercise price or tax withholding obligation pursuant to any award may be used again for new grants under the 2008 Plan. To the extent permitted by applicable law or any exchange rule, shares issued in assumption of, or in substitution for, any outstanding awards under the 1999 Plan and only 13,914,416 shares were available for future grant under the 1999 Plan from the 52,000,000 shares previously approvedof any entity acquired in any form of combination by our stockholders. If awards granted under the 1999 Plan expireus or otherwise terminate without being exercised, the sharesany of our stocksubsidiaries or affiliates will not acquired or issued pursuant to such awards again becomebe counted against shares available for issuance under the 19992008 Plan. AsThe payment of March 30, 2007,dividend equivalents in conjunction with outstanding awards will not be counted against the closing priceshares available for issuance under the 2008 Plan.

The maximum number of ourshares of common stock as reported onthat may be subject to one or more awards granted to any one participant pursuant to the Nasdaq Global Select Market was $33.15 per share.2008 Plan during any calendar year is 1,000,000 and the maximum amount that may be paid in cash during any calendar year with respect to any performance-based award is $3,000,000.

Exercise Price; Payment.The Board determines2008 Plan provides for the exercise pricegrant of options. A participant must payincentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock units, other stock-based awards, and performance-based awards. No determination has been made as to the exercise price either in cashtypes or if allowed by the Board, by deliveryamounts of other shares of our common stock,awards that will be granted to specific individuals pursuant to a deferred payment arrangement orthe 2008 Plan. See the Summary Compensation Table and Grants of Plan-Based Awards Table, below, for information on prior awards to our named executive officers identified in any other formthose tables.

Stock options, including incentive stock options, as defined under Section 422 of legal consideration acceptable to the Board. Under the 1999 Plan, noCode, and nonqualified stock options may be granted at anpursuant to the 2008 Plan. The option exercise price less than 100% of the fair market value of the commonall stock on the date of grant (except in the context of a merger where such options replace outstanding options of a company we have acquired).

Certain transactions with our stockholders not involving our receipt of consideration, such as a stock split, spin-off, stock dividend or certain recapitalizations may affect the share price of our common stock. We referstock (which transactions are referred to these transactionscollectively as equity restructurings.“equity restructurings”). In the event that an equity restructuring occurs, theour Board will equitably adjust the class of shares issuable and the maximum number of shares of our stock subject to the 19992008 Plan, and will equitably adjust outstanding awards as to the class, number of shares and price per share of our stock. Other types of transactions may also affect our common stock, such as a dividend or other distribution, reorganization, merger, or other changes in corporate structure. In the event that there is such a transaction, thatwhich is not an equity restructuring, and theour Board determines that an adjustment to the plan and any outstanding awards would be appropriate to prevent any dilution or enlargement of benefits under the 19992008 Plan, theour Board will

The current federal income tax consequences of other awards authorized under the 2008 Plan generally follow certain basic patterns: stock appreciation rights are taxed and deductible in substantially the same manner as nonqualified stock options; nontransferable restricted stock subject to certain repurchase options.a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); restricted stock units,

The amounts of future stock purchases under the Purchase Plan are not determinable because, under the termsAs of the Purchasedate of this proxy statement, no awards had been granted pursuant to the 2008 Plan. Awards are subject to the discretion of the Compensation Committee. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the 2008 Plan purchases are based upon elections madeor the benefits that would have been received by participants. Future purchase prices are not determinable because they are based upon fair market valuesuch participants if the 2008 Plan had been in effect in the year ended December 31, 2007.

Adoption of our common stock.the 2008 Plan requires approval by the affirmative vote of a majority of the votes cast with respect to the proposal by the shares present in person or represented by proxy, and entitled to vote on the proposal at this Annual Meeting. A “majority of votes cast” means that the number of votes “FOR” the approval of the 2008 Plan must exceed the number of votes “AGAINST” the approval of the 2008 Plan.

Michael R. Jacobsonserves eBay as Senior Vice President, Legal Affairs, General Counsel and Secretary. He has served in that capacity or as Vice President, Legal Affairs, General Counsel since August 1998. From 1986 to August 1998, Mr. Jacobson was a partner with the law firm of Cooley Godward Kronish LLP, specializing in securities law, mergers and acquisitions, and other transactions. Mr. Jacobson holds an A.B. degree in Economics from Harvard College and a J.D. degree from Stanford Law School.

Robert H. Swanserves eBay as Senior Vice President, Finance and Chief Financial Officer. He has served in that capacity since March 2006. From February 2003 to March 2006, Mr. Swan served as Executive Vice President and Chief Financial Officer of Electronic Data Systems Corporation. From July 2001 to December 2002, Mr. Swan was Executive Vice President and Chief Financial Officer of TRW Inc. Mr. Swan served in executive positions at Webvan Group, Inc. from 1999 to 2001, including Chief Executive Officer from April 2001 to July 2001, Chief Operating Officer from September 2000 to July 2001, and Chief Financial Officer from October 1999 to July 2001. (Webvan filed a voluntary petition for Chapter 11 bankruptcy in July 2001.) Mr. Swan holds a B.S. from the State University of New York at Buffalo and an M.B.A. from State University of New York at Binghamton.

While the Compensation Committee determines eBay’s overall compensation philosophy and sets the compensation of our CEO and other executive officers, it looks to the executive officers identified below and the compensation consultantsconsultant retained by the committee to work within the compensation philosophy to make recommendations to the committee with respect to both overall guidelines and specific compensation decisions. Our CEO also provides the Board and the Compensation Committee with her perspective on the performance of eBay’s executive officers as part of the quarterly determination of the individual portion payable under the eBay Incentive Plan (as described below), the annual personnel review and as part of succession planning discussions with the Board as well as a self-assessment of her own performance. The committee establishes compensation levels for our CEO in consultation with the compensation consultantsconsultant it retains, and our CEO is not present during any of these discussions. Our CEO recommends to the committee specific compensation amounts for executive officers other than herself, and the committee considers those recommendations and information provided by its compensation consultant concerning peer group comparisons and industry trends and makes the ultimate compensation decisions. Our CEO, CFO, Senior Vice President of Human Resources, and Senior Vice President, Legal Affairs & General Counsel regularly attend the Compensation Committee’s meetings to provide perspectives on the competitive landscape and the needs of the business, information regarding eBay’s performance, and technical advice. Members of the committee also participate in the Board’s annual review of the CEO’s performance and its setting of annual performance goals, in each case led by our lead independent director. See “Our Corporate Governance Practices” above for further details.

In deciding whether a company should be included in one of the peer groups, the committee considers a number of screening criteria, which generally includes the company’s revenue, market value, and historical growth rate, as well as the company’s primary line of business, whether the company has a recognizable and well-regarded brand, and whether we compete with the company for talent. include:

To ensure that these peer groups continue to reflect the markets in which we compete for executive talent, the committee reviews the peer groups annually. Before adding or deleting a company from a peer group, the committee considers how the change would impact the comparative market data. For 2006, two companies2007, no changes were deleted from, and one company was addedmade to the high-tech peer group and two companies were deleted from the consumer productsin either peer group.

The committee meets at least once a year to review and approve each executive officer’s salary for the upcoming year. When reviewing base salaries, the committee considers the pay practices of companies in our peer groups, individual performance against specified goals,(which takes into account, among other things, the financial results of the executive officer’s business unit or organization, achievement of business-related objectives, and leadership abilities), levels of responsibility, breadth of knowledge, and prior experience. Of these factors, competitive pay practices are the primary determinant of the range within which individual salaries are set. For 2006,2007, the committee set the base salaries of our executive officers named in the Summary Compensation Table below (which are referred to as our named executive officers)officers within these ranges, except for Mr. Donahoe, whose base salary was above the range for his job level. Mr. Donahoe’s salary exceeded the high end of his range in large measure due to the

The committee sets the company performance measures with a goal of having the minimum threshold met approximately 90% of the time, the target level met approximately50-60% of the time, and the maximum level met approximately 10% of the time. Target levels are generally set with reference to the company’s annual budget (adjusted for actual financial performanceyear-to-date to a level expected to achieve the50-60% probabilities of achievement referenced above). The minimum and maximum levels are set at an amount expected to result in the 10% probability of non-achievement and achievement, respectively, referenced above. The following table sets forth the 20062007 performance measures set by the committee:

In 2006,2007, quarterly incentive amounts could range from 0% to 160% of an executive’s target opportunity, based on financial and individual performance in the quarter. The maximum that could be paid on the annual component was 200% of target. Half of the total 20062007 incentive target for executives was based on the company’s and the individual’s quarterly performance, (12.5% per quarter), and half was based on the company’s annual performance. In 2006,2007, total annual target incentive amounts for the named executive officers (other than the CEO) were 60%70% to 85% of base salary. Thesalary, and the target incentive amount for the CEO remainedwas 100% of base salary.

eBay paid incentive compensation under the eIP for every quarter of 2006,2007, which contributed, along with individual performance, to quarterly incentive payments to our named executive officers ranging from 91%105% to 152%

During 2006,2007, we granted our executive officers long-term equity incentives in the form of stock options and performance-based restricted stock units (and in certain cases, time-based restricted stock units) to reward them for potential long-term contributions, align their incentives with the long-term interests of our stockholders, and provide a total compensation opportunity commensurate with our performance. Starting in 2007, the Compensation Committee decided to utilize performance-based restricted stock units for employees who are at the level of senior vice president and above. The committee’s decision was based on a number of factors, including its desire to more closely link equity awards to key financial performance metrics for executive officers, reduce the dependence of rewards on stock price appreciation while preserving the ability to have larger awards for outstanding company performance, recognize the volatility of eBay’s stock price, and facilitate actual stock ownership. The committee also considered the impact on dilution and the accounting consequences associated with performance-based restricted stock units in light of Financial Accounting Standard Board’s Statement of Financial Accounting Standards 123(R).

In connection with the commencement of his employment and in addition to his initial stock option grant, the committee granted Mr. Swan 50,000 shares of restricted stock. The committee granted Mr. Swan this special award to enhance the overall compensation package being offered to him.

We provide certain executive officers with perquisites and other personal benefits that the Compensation Committee believes are reasonable and consistent with our overall compensation programs and philosophy. These benefits are provided in order to enable us to attract and retain these executives. The committee periodically reviews the levels of these benefits provided to our executive officers. Of these benefits, the most significant is allowing certain executive officers to use the corporate aircraftairplane for personal use and providing these executives with bonuses to cover related income taxes.use. In 2006,2007, the committee authorized our CEO to use the corporate aircraftairplane up to 200 hours for personal use and granted her a bonususe. In 2007, the committee determined that it would not grant bonuses to cover relatedany income taxes.

We do not have any program, plan, or practice to select optionequity compensation (including stock option) grant dates in coordination with the release of material non-public information, nor do we time the release of information for the purpose of affecting value. We do not backdate options or grant options retroactively. Initial grants of stock optionsequity compensation are made to eligible employees in connection with the commencement of employment. The company has maintained a rules-based approach to new hire option grants since inception. From January 2004 to July 2006, grants were made on the Friday of the first week of employment for employees whose first day of employment was the first business day of the week and the following Friday if the employee started on a different day. Beginning in June 2005, grants of options to purchase 100,000 shares or more (which we refer to as sizeable new hire grants) were split into two tranches, with the first tranche granted on the Friday following the employee’s first full week of employment and the second tranche granted on the date 26 weeks from the date of the first grant. In July 2006, we changed our grant practices to provide that new hire options are granted on the second Friday of the month following the month in which employment commences. In all cases, the options are priced at the closing price of the company’s stock on the date of grant. These grants generally become fully vested after four years, with 1/4th of the grant vesting on the first anniversary of the date of commencement of employment and 1/48th of the grant vesting monthly thereafter. Sizeable new hire grants are made in two equal tranches, with the first grant made and priced as described above and the second grant made and priced at the closing market price on the date 26 weeks from the date of the first grant. Both tranches vest with respect to 1/4th of the shares on the first anniversary of the date of commencement of employment and 1/48th of the shares vesting monthly thereafter. For all stock options granted after January 1, 2006, employees have seven years from the date of the grant to exercise vested options, assuming they remain an employee of or service provider to an eBay company and subject to any requirements of local law. Grants of new hire time-based restricted stock units are granted on the second Friday of the month following the month in which employment commences. These grants generally become vested after four years, with 1/4th of the

We do not havePrior to the succession announced in January 2008, we had no individual employment arrangements, orchange-in-control arrangements, or, with the exception of our CEO (who had an arrangement relating to termination without cause that was never invoked), severance arrangements with any of our executive officers. We do not have anyIn connection with becoming President and CEO and President, eBay Marketplaces, respectively, the compensation arrangements for Messrs. Donahoe and Dutta were modified to include severance paymentarrangements. Under these arrangements, with any of our executive officers, except for our CEO, who was given a severance provision when she was initially hired in 1998. Under this provision, sheeach is entitled to receive hera cash payment equal to two years’ target cash compensation (which is defined as annual base salary for six monthsplus target annual incentive bonus) if shehe is terminated otherwithin two years of his promotion, one and one-half years’ target cash compensation if he is terminated more than for cause,two but within three years of his promotion, and if she remains unemployed at the end of such six-month period, sheone year’s target cash compensation he is eligibleterminated more than three years after his promotion. Ms. Whitman became a special advisor to receive additional base salary for the lesser of six months or commencement of other employment. If ourMr. Donahoe following her resignation as CEO had been terminated other than for cause atand will continue in this role through December 31, 2006,2008. After she wouldceases to be an employee, Ms. Whitman will continue to have been entitledthe use of office space and IT and secretarial services through 2011. We estimate that providing these benefits to receive $497,508 during the first six monthsMs. Whitman will result in an incremental cost to eBay of 2007, and if she remained unemployed at the end of such six-month period, she would have been entitled to receive an additional $82,918less than $250,000 per month for each month she remained unemployed (up to an aggregate of $497,508).year.

In September 2004, the Board adopted stock ownership guidelines to better align the interests of eBay’s executives with the interests of stockholders and further promote eBay’s commitment to sound corporate governance. Under the guidelines, executive officers are required to achieve ownership of eBay common stock valued at three times their annual base salary (five times in the case of the CEO). The guidelines provide that the required ownership level for each executive officer is re-calculatedrecalculated whenever an executive officer changes pay grade and as of January 1 of every third year. Until an executive achieves the required level of ownership, he or she is required to retain 25% of the after-tax net shares received as the result of the exercise of eBay stock options or the vesting of restricted stock or restricted stock units. A more detailed summary of the stock ownership guidelines can be found on our website athttp://investor.ebay.com/governance. All of our directors and all of our executive officers who began their employment with eBay prior to January 1, 2005 have achieved the level of stock ownership required under the guidelines. The ownership levels of our executive officers as of March 30, 2007April 22, 2008 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” above. We also have an insider trading policy that, among other things, prohibits employees from trading any instrument that relates to the future price of our stock.