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This excerpt taken from the EBAY DEF 14A filed Apr 26, 2006. APPROVAL
OF AMENDMENT TO 2001 EQUITY INCENTIVE PLAN
We are asking you to approve an amendment to our 2001 Equity
Incentive Plan, which we refer to as the 2001 Plan. The purpose
of the amendment is to increase the number of shares of common
stock we may issue under the 2001 Plan by 30,000,000 shares
from 192,000,000 to 222,000,000 shares.
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