[EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of December 9, 2015 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTE 6 Section 2.1 Sale and Issuance of] [EXECUTION VERSION THIRD AMENDED AND RESTATED STANDSTILL AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and THE PRICELINE GROUP INC. Dated as of December 9, 2015 i TABLE OF CONTENTS Article I Definitions and Interpretation 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 6 Article II Standstill 7 Section 2.1 Standstill 7 Section 2.2 Exceptions to Standstill] []

[SCHEDULE 13D (Amendment No. 1 )* CTRIP.COM INTERNATIONAL, LTD. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 22943F100** (CUSIP Number) Jennifer Xinzhe Li, Chief Financial Officer Telephone: +(86 10) 5992-8888 Email: ir@baidu.com Facsimile: +(86 10) 5992-0000 Baidu Campus No. 10 Shangdi 10th Street, Haidian District, Beijing 100085 The People's Republic of China (Name,]