Non-Qualified Stock Option Agreement - The Gap Inc. and John M. Lillie


                                                      Grant No.   [ ]



                                 THE GAP, INC.

                     NON-QUALIFIED STOCK OPTION AGREEMENT


  The Gap, Inc. (the "Company") hereby grants to John M. Lillie (the
"Employee"), a stock option under The Gap, Inc. 1996 Stock Option and Award Plan
(the "Plan"), to purchase shares of common stock of the Company, $0.05 par value
("Shares").  This option is subject to all of the terms and conditions contained
in this Agreement, including the terms and conditions contained in the attached
Appendix A.  The date of this Agreement is 1/23/2001.  Subject to the provisions
of Appendix A and of the Plan, the principal features of this option are as
follows:
 
                          Number of Shares
              Purchasable with this Option:  750,000
              ----------------------------
 
                           Price per Share:  $29.405000
                           ---------------
 
                   Date Option was Granted:  1/23/2001
                   -----------------------
 
                            Date Option is
           Scheduled to become Exercisable:  250,000 shares on 1/23/2002
           -------------------------------   250,000 shares on 1/23/2003
                                             250,000 shares on 1/23/2004
 
                Latest Date Option Expires:  1/23/2011
                --------------------------            

  As provided in the Plan and in this Agreement, this option may terminate
before the date written above, including before the option becomes exercisable
or is exercised.  For example, if Employee's employment ends before the date
this option becomes exercisable, this option will terminate at the same time as
Employee's employment terminates.  See paragraphs 5, 6 and 7 of Appendix A for
further information concerning how changes in employment affect termination of
this option.  PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE
SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.

  IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement,
in duplicate, to be effective as of the date first above written.

                                        THE GAP, INC.
 
                                        /s/ Millard S. Drexler
Dated: 1/23/2001                        -------------------------------------
                                        Millard S. Drexler
                                        President and Chief Executive Officer

        My signature below indicates that I understand that this option is
subject to all of the terms and conditions of this Agreement (including the
attached Appendix A) and of the Plan.

                                        EMPLOYEE


Dated:  2/19/2001                       /s/ JOHN M. LILLIE
 

                                        Address: ______________________________

                                                 ______________________________

                                        Social Security No.: __________________

 
                                 APPENDIX A

              TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION


      1.  Grant of Option.  The Company hereby grants to Employee under the
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Plan, as a separate incentive in connection with his or her employment and not
in lieu of any salary or other compensation for his or her services, a non-
qualified stock option to purchase, on the terms and conditions set forth in
this Agreement and the Plan, all or any part of the number of Shares set forth
on page 1 of this Agreement.  The option granted hereby is not intended to be an
Incentive Stock Option within the meaning of Section 422 of the Code.

      2.  Exercise Price.  The purchase price per Share (the "Option Price")
          --------------                                                    
shall be equal to the price set forth on page 1 of this Agreement.  The Option
Price shall be payable in the legal tender of the United States.

      3.  Number of Shares.  The number and class of Shares specified in
          ----------------                                              
paragraph 1 above, and/or the Option Price, are subject to appropriate
adjustment in the event of changes in the capital stock of the Company by reason
of stock dividends, split-ups or combinations of shares, reclassifications,
mergers, consolidations, reorganizations or liquidations.  Subject to any
required action of the stockholders of the Company, if the Company shall be the
surviving corporation in any merger or consolidation, the option granted
hereunder (to the extent that it is still outstanding) shall pertain to and
apply to the securities to which a holder of the same number of Shares that are
then subject to the option would have been entitled.  To the extent that the
foregoing adjustments relate to stock or securities of the Company, such
adjustments shall be made by the Compensation and Stock Option Committee of the
Company's Board of Directors (the "Committee"), whose determination in that
respect shall be final, binding and conclusive.

      4.  Commencement of Exercisability.  Except as otherwise provided in this
          ------------------------------                                       
Agreement, the right to exercise the option awarded by this Agreement shall
accrue as set forth on page 1 of this Agreement, assuming that Employee is still
employed with the Company or an Affiliate through such date(s).  If Employee is
not employed on such date(s), the option shall terminate, as set out in
paragraph 7.

      5.  Postponement of Exercisability.  Notwithstanding paragraph 4 or any
          ------------------------------                                     
other provision of this Agreement, prior to the date this option is scheduled to
become exercisable, the Committee, in its sole discretion, may determine that
the right to exercise the option awarded by this Agreement shall accrue on a
date later than such date. The Committee shall exercise its power to postpone
the commencement of exercisability only if the Committee, in its sole
discretion, determines that Employee has taken a personal leave of absence (as
defined from time to time by the Committee) since the date of this Agreement.
The duration of the period of postponement shall equal the duration of the
personal leave of absence.  If Employee does not return from the personal leave
of absence, the option shall terminate as set out in paragraph 7.

      6.  Elimination of Exercisability.  Notwithstanding paragraph 4 or any
          -----------------------------                                     
other provision of this Agreement, prior to the date this option is scheduled to
become exercisable, the Committee, in its sole discretion, may determine that
the right to exercise the option awarded by this Agreement shall never accrue as
to all or part of the Shares specified in paragraph 1 (and as adjusted pursuant
to paragraph 3, if appropriate), in which case the option shall terminate as to
such Shares.  The Committee shall exercise such power only if the Committee, in
its sole discretion, determines that (a) Employee's employment with the Company
or an Affiliate has been reduced to less than a full-time basis, and/or (b)
Employee has transferred to a position which, under the Committee's then
existing policy, normally would not qualify Employee to be granted options under
the Plan or to be granted the number of options granted under this Agreement.

      7.  Termination of Option.  In the event that Employee's employment with
          ---------------------                                               
the Company or an Affiliate terminates for any reason other than Retirement (as
defined in the Plan) or death, this option shall immediately thereupon
terminate, except that Employee shall have up to the Maximum Term of the Option
(as defined in paragraph 15 of this Appendix A) to exercise any unexercised
portion of the option which is then exercisable.  In the event of Employee's
Retirement, Employee may, within the Maximum Term of the Option , exercise any
unexercised portion of the option (whether or not exercisable).  In the event
that Employee shall die while in the employ of the Company or an Affiliate, any
unexercised portion of the option (whether or not exercisable) may be exercised
by Employee's beneficiary or transferee, as hereinafter provided, for a period
of one (1) year after the date of Employee's death or within ten (10) years from
the date of this Agreement, whichever shall first occur.  Notwithstanding the
preceding two sentences, in the event that within one year of the date of this
Agreement, Employee dies or terminates employment due to Retirement, this option
shall immediately thereupon terminate.

      8.  Persons Eligible to Exercise.  The option shall be exercisable during
          ----------------------------                                         
Employee's lifetime only by Employee.  The option shall be non-transferable by
Employee other than by a beneficiary designation made in a form and manner
acceptable to the Committee, or by will or the applicable laws of descent and
distribution.

 
      9.  Death of Employee.  To the extent exercisable after Employee's death,
          -----------------                                                    
the option shall be exercised only by Employee's designated beneficiary or
beneficiaries, or if no beneficiary survives Employee, by the person or persons
entitled to the option under Employee's will, or if Employee shall fail to make
testamentary disposition of the option, his or her legal representative.  Any
transferee exercising the option must furnish the Company (a) written notice of
his or her status as transferee, (b) evidence satisfactory to the Company to
establish the validity of the transfer of the option and compliance with any
laws or regulations pertaining to said transfer, and (c) written acceptance of
the terms and conditions of the option as prescribed in this Agreement.

      10. Exercise of Option.  The option may be exercised by the person then
          ------------------                                                 
entitled to do so as to any Shares which may then be purchased (a) by giving
written notice of exercise to the Company, specifying the number of full Shares
to be purchased and accompanied by full payment of the purchase price thereof
(and the amount of any income tax the Company determines is required to be
withheld by reason of such exercise), and (b) by giving satisfactory assurances
in writing if requested by the Company, signed by the person exercising the
option, that the Shares to be purchased upon such exercise are being purchased
for investment and not with a view to the distribution thereof.

      11. No Rights of Stockholder.  Neither Employee nor any person claiming
          ------------------------                                           
under or through said Employee shall be or have any of the rights or privileges
of a stockholder of the Company in respect of any of the Shares issuable upon
the exercise of the option, unless and until certificates representing such
Shares shall have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to Employee.

      12. No Right to Continued Employment.  Employee understands and agrees
          --------------------------------                                  
that this Agreement does not impact in any way the right of the Company, or the
Affiliate employing Employee, as the case may be, to terminate or change the
terms of the employment of Employee at any time for any reason whatsoever, with
or without good cause.  Employee understands and agrees that his or her
employment is "at-will" and that either the Company or Employee may terminate
Employee's employment at any time and for any reason.  Employee also understands
and agrees that his or her "at-will" status can only be changed by an express
written contract signed by an authorized officer of the Company and Employee.

      13. Addresses for Notices.  Any notice to be given to the Company under
          ---------------------                                              
the terms of this Agreement shall be addressed to the Company, in care of its
Law Department, at The Gap, Inc., One Harrison, San Francisco, California 94105,
or at such other address as the Company may hereafter designate in writing.  Any
notice to be given to Employee shall be addressed to Employee at the address set
forth beneath Employee's signature hereto, or at such other address as Employee
may hereafter designate in writing.  Any such notice shall be deemed to have
been duly given if and when enclosed in a properly sealed envelope, addressed as
aforesaid, registered or certified and deposited, postage and registry fee
prepaid, in a United States post office.

      14. Non-Transferability of Option.  Except as otherwise herein provided,
          -----------------------------                                       
the option herein granted and the rights and privileges conferred hereby shall
not be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to sale under execution,
attachment or similar process.  Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of said option, or of any right or privilege
conferred hereby, contrary to the provisions hereof, or upon any attempted sale
under any execution, attachment or similar process upon the rights and
privileges conferred hereby, said option and the rights and privileges conferred
hereby shall immediately become null and void.

      15. Maximum Term of Option.  Notwithstanding any other provision of this
          ----------------------                                              
Agreement, this option is not exercisable after the expiration of ten (10) years
from the date of this Agreement.

      16. Binding Agreement.  Subject to the limitation on the transferability
          -----------------                                                   
of the option contained herein, this Agreement shall be binding upon and inure
to the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.

      17. Plan Governs.  This Agreement is subject to all terms and provisions
          ------------                                                        
of the Plan.  In the event of a conflict between one or more provisions of this
Agreement and one or more provisions of the Plan, the provisions of the Plan
shall govern.  Terms used and not defined in this Agreement shall have the
meaning set forth in the Plan.

      18. Committee Authority.  The Committee shall have the power to interpret
          -------------------                                                  
the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules.  All actions taken and all interpretations
and determinations made by the Committee in good faith shall be final and
binding upon Employee, the Company and all other interested persons.  No member
of the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.

 
      19. Captions.  Captions provided herein are for convenience only and are
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not to serve as a basis for interpretation or construction of this Agreement.

      20. Modifications to this Agreement.  This Agreement constitutes the
          -------------------------------     
entire understanding of the parties on the subjects covered. Employee expressly
warrants that he or she is not accepting this Agreement in reliance on any
promises, representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company.

      21. Agreement Severable.  In the event that any provision in this
          -------------------                                          
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Agreement.

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