Amendment to Deferred Executive Compensation – Gap

AMENDMENT

TO

THE GAP, INC. EXECUTIVE DEFERRED COMPENSATION PLAN

WHEREAS, The Gap, Inc. (the “Company”) maintains The Gap, Inc. Executive
Deferred Compensation Plan (the “Plan”), as amended and restated effective
January 1, 1999; and

WHEREAS, the Plan previously has been amended; and

WHEREAS, further amendment of the Plan now is considered desirable to provide
for the merger of the Plan into The Gap, Inc. Deferred Compensation Plan (prior
to June 30, 2009 known as the Gap Inc. Supplemental Deferred Compensation Plan);

NOW, THEREFORE, IT IS RESOLVED that, pursuant to the power reserved to the
Company under Section 9.2 of the Plan, and in exercise of the authority
delegated to the undersigned officer by resolutions of the Board of Directors of
the Company dated November 19, 2008, the Plan is hereby amended by adding a new
Supplement A to the Plan, in the form attached hereto.

* * *

IN WITNESS WHEREOF, the undersigned officer has executed this amendment on
behalf of the Company, this 19^th day of June, 2009.

THE GAP, INC.
By:		/s/ William Tompkins
		Senior Vice President, Total Rewards

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APPENDIX A

Special Provisions Relating to the Merger of

The Gap, Inc. Executive Deferred Compensation Plan
into

The Gap, Inc. Deferred Compensation Plan

(prior to June 30, 2009 known as the

Gap Inc. Supplemental Deferred Compensation Plan)

A-1. Introduction. The Gap, Inc. (the “Company”) maintains the The
Gap, Inc. Executive Deferred Compensation Plan (the “Plan”) and The Gap, Inc.
Deferred Compensation Plan (prior to June 30, 2009 known as the Gap Inc.
Supplemental Deferred Compensation Plan) (“SDCP”) for the benefit of certain of
its eligible employees. Effective as of the close of business on June 30, 2009
(the “Merger Date”), the Plan shall be merged into, and continued in the form
of, the SDCP.

A-2. Participation. Each Plan Participant who had an account balance
on the last business day prior to the Merger Date shall automatically become a
participant in the SDCP on the Merger Date, to the extent he had not already
begun participating in the SDCP prior to the Merger Date.

A-3. Merger. Effective on the Merger Date, the Plan shall be merged
into the SDCP. The merger into the SDCP and the transfer of notional amounts
shall comply with the American Jobs Creation Act of 2004, as amended, and
section 409A of the Internal Revenue Code, to the extent deemed necessary and
desirable by the Company.

A-4. Transfer of Accounts. All notional amounts credited to notional
accounts maintained under the Plan for Participants shall be adjusted as of the
Merger Date in accordance with the terms of the Plan. The net credit balances in
such notional accounts, as adjusted, shall be transferred to the SDCP and
credited as of the Merger Date to the corresponding notional accounts already
maintained for SDCP Participants in the same amounts as the Participants153
notional accounts had been invested under the Plan, to the extent determined by
the Investment Committee and, at the discretion of the Investment Committee, as
directed by the Participant.

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