AMENDMENT TO THE GSI COMMERCE, INC. LEADERSHIP TEAM INCENTIVE PLAN

WHEREAS, GSI Commerce, Inc. (“GSI”) previously adopted and maintained the GSI Commerce, Inc. Leadership Team Incentive Plan (the “Plan”);

WHEREAS, on June 17, 2011, Gibraltar Acquisition Corp., a wholly owned subsidiary of eBay Inc. (the “Company”), merged with and into GSI with GSI surviving as a wholly owned subsidiary of the Company; and

WHEREAS, the Company desires to amend the Plan to subject Plan awards and any cash payment, shares of common stock, options or stock units delivered pursuant to Plan awards to any clawback or recoupment provision or policy which the Company may adopt from time to time.

NOW THEREFORE, pursuant to the power of amendment contained in Section 8(a) of the Plan, the Plan is hereby amended, effective as of April 2, 2012, as follows:

1. A new subsection is hereby inserted as Subsection 9(o) of the Plan as follows:

(o)     The Awards and any cash payment, Shares, Options or Stock Units delivered pursuant to an Award are subject to forfeiture, recovery by eBay Inc. or other action pursuant to the applicable Award Agreement or any clawback or recoupment policy which eBay Inc. may adopt from time to time, including without limitation any such policy which eBay Inc. may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

    

eBay Inc.

By:     /s/ Michael R. Jacobson

Corporate Secretary