Apple (AAPL)

PARTICIPATION IN THE 2003 PLAN

        None of the Named Executive Officers received a stock option grant during fiscal year 2004.

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PROPOSAL NO. 4
APPROVAL OF AN AMENDMENT
TO THE EMPLOYEE STOCK PURCHASE PLAN

        The shareholders are being asked to approve an amendment to the Company's Employee Stock Purchase Plan (the "Purchase Plan") to increase the number of shares reserved for issuance thereunder by 2 million bringing the total number of shares of Common Stock reserved for issuance under the Purchase Plan to 70 million shares. The Purchase Plan, and all previous amendments have been approved by shareholders.

        In February, 2005, the Board of Directors approved the amendment to increase the number of shares authorized under the Purchase Plan by 2 million shares, subject to shareholder approval. The proposed share increase is expected to fund the Purchase Plan until the 2006 annual meeting of shareholders.

        The Company adopted the Purchase Plan so that it could offer employees an opportunity to participate in the ownership of the Company by purchasing shares of Common Stock at a discounted price through payroll deductions, and to provide an incentive for continued employment. We are asking the shareholders to approve the increase in the number of shares available under the Purchase Plan so that we can continue to provide this benefit to new and current employees.