EXHIBIT 10.3

AMENDED AND RESTATED PAYPAL, INC.    2001 EMPLOYEE STOCK PURCHASE PLAN

PayPal, Inc., a Delaware corporation (the "Company"), hereby adopts the Amended and Restated PayPal, Inc. 2001 Employee Stock Purchase Plan (the
"Plan"), effective as of the Effective Date (as defined herein).

1.Purpose.The purposes of the Plan are as follows:



2.Definitions.



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3.Eligibility.



4.Offering Periods.Subject to Section 24, the Plan shall be implemented by consecutive, overlapping
Offering Periods which shall continue until the Plan expires or is terminated in accordance with Section 20 hereof. The Administrator shall have the power to change the duration of Offering
Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced at least five (5) days prior to the scheduled
beginning of the first Offering Period to be affected thereafter.

5.Participation.



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6.Payroll Deductions.



7.Grant of Option.On the Enrollment Date of each Offering Period, each Eligible Employee participating in such
Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company's Common Stock
determined by dividing such participant's payroll deductions accumulated prior to such Exercise Date and retained in the participant's account as of the Exercise Date by the applicable Purchase Price; provided,
however, that in no event shall a participant be permitted to purchase during each Offering Period more than 10,000 shares of the Company's
Common Stock (subject to any adjustment pursuant to Section 19) and during each Purchase Period more than 2,500 shares of the Company's Common Stock (subject to any adjustment pursuant to
Section 19); andprovided, further, that such purchase shall be subject to the limitations set forth in Sections 3(c) and 13

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hereof. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Company's Common Stock a participant may purchase
during each Purchase Period and Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof or
otherwise becomes ineligible to participate in the Plan. The option shall expire on the last day of the Offering Period.

8.Exercise of Option.



If
the Administrator determines that, on a given Exercise Date, the number of shares with respect to which options are to be exercised may exceed (i) the number of shares of
Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares available for sale under the Plan on such
Exercise Date, the Administrator may in its sole discretion (x) provide that the Company shall make a pro rata allocation of the shares of Common
Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable
among all participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect, or (y) provide that the Company shall make a pro rata
allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion
to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20 hereof.
The Company may make pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of
additional shares for issuance under the Plan by the Company's shareholders subsequent to such Enrollment Date. The balance of the amount credited to the account of each participant which has not been
applied to the purchase of shares of stock shall be paid to such participant in one lump sum in cash as soon as reasonably practicable after the Exercise Date, without any interest thereon.

9.Deposit of Shares.As promptly as practicable after each Exercise Date on which a purchase of shares occurs,
the Company may arrange for the deposit, into each participant's account with any broker designated by the Company to administer this Plan, of the number of shares purchased upon exercise of his or
her option.

10.Withdrawal.



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11.Termination of Employment.Upon a participant's ceasing to be an Eligible Employee, for any reason, he or
she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such participant's account during the Offering Period shall be paid to such participant or, in
the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, as soon as reasonably practicable and such participant's option for the Offering Period shall be
automatically terminated.

12.Interest.No interest shall accrue on the payroll deductions or lump sum contributions of a participant in
the Plan.

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13.Shares Subject to Plan.



14.Administration.



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15.Designation of Beneficiary.



16.Transferability.Neither payroll deductions credited to a participant's account nor any rights with regard
to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or
as provided in Section 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.

17.Use of Funds.All payroll deductions received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.

18.Reports.Individual accounts shall be maintained for each participant in the Plan. Statements of account
shall be given to participating Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

19.Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.



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20.Amendment or Termination.



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Such
modifications or amendments shall not require stockholder approval or the consent of any Plan participants.

21.Notices.All notices or other communications by a participant to the Company under or in connection with the
Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

22.Conditions To Issuance of Shares.The Company shall not be required to issue or deliver any certificate or
certificates for shares of Stock purchased upon the exercise of options prior to fulfillment of all the following conditions:



23.Term of Plan.The Plan shall become effective on the Effective Date. Subject to approval by the stockholders
of the Company in accordance with this Section, the Plan shall be in effect for a term of ten (10) years commencing on the date of the initial adoption of the Plan by the Board, unless sooner
terminated under Section 20 hereof. The Plan shall be submitted for the approval of the Company's stockholders within twelve (12) months after the date of the initial adoption of the
Plan by the Board.

24.Automatic Transfer to Low Price Offering Period.To the extent permitted by any applicable laws,
regulations, or stock exchange rules, if the Fair Market Value of the Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock on the Enrollment
Date of such Offering Period, then (i) a new twenty-four (24) month Offering Period will automatically begin on the first trading day following that Exercise Date, and
(ii) all participants in such Offering Period shall be automatically withdrawn from such Offering Period immediately after the

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exercise of their option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period as of the first day thereof.

25.Equal Rights and Privileges.All Eligible Employees of the Company (or of any Designated Subsidiary) will
have equal rights and privileges under this Plan so that this Plan qualifies as an "employee stock purchase plan" within the meaning of Section 423 of the Code or applicable Treasury
regulations thereunder. Any provision of this Plan that is inconsistent with Section 423 or applicable Treasury regulations will, without further act or amendment by the Company, the Board or
the Administrator, be reformed to comply with the equal rights and privileges requirement of Section 423 or applicable Treasury regulations.

26.No Employment Rights.Nothing in the Plan shall be construed to give any person (including any Eligible
Employee or participant) the right to remain in the employ of the Company, a Parent or a Subsidiary or to affect the right of the Company, any Parent or any Subsidiary to terminate the employment of
any person (including any Eligible Employee or participant) at any time, with or without cause.

27.Notice of Disposition of Shares.Each participant shall give prompt notice to the Company of any disposition
or other transfer of any shares of stock purchased upon exercise of an option if such disposition or transfer is made: (a) within two (2) years from the Enrollment Date of the Offering
Period in which the shares were purchased or (b) within one (1) year after the Exercise Date on which such shares were purchased. Such notice shall specify the date of such disposition
or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the participant in such disposition or other transfer.

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