Second Amendement to 3-year Letter of Credit Agreement – Gap

LETTER AMENDMENT NO. 2

Dated as of September 21, 2010

HSBC Bank USA, National Association

452 Fifth Avenue, 8th Floor

New York, NY 10018

Attention: Thomas Foley, Managing Director

Ladies and Gentlemen:

We refer to the 3-Year Letter of Credit Agreement dated as of May 6, 2005
(such 3-Year Letter of Credit Agreement, as heretofore amended, the “Letter
of Credit Agreement“) among the undersigned and you. Capitalized terms not
otherwise defined in this Letter Amendment No. 2 (this “Letter
Amendment“) have the same meanings as specified in the Letter of Credit
Agreement.

It is hereby agreed by you and us that the Letter of Credit Agreement is,
effective as of the date of this Letter Amendment, hereby amended as follows:

(a) The definition of “Termination Date” in Section 1.01 is hereby
amended to read in its entirety as follows:

“Termination Date” means the first to occur of (i) the second
anniversary of the date of Amendment No. 2, (ii) the date the LC Issuer receives
irrevocable written notice from the Company of the termination of its right to
request Letters of Credit hereunder, or (iii) the date the obligation of the LC
Issuer to issue Letters of Credit is terminated pursuant to Section 7.01 hereof.

(b) The definition of “Applicable Margin” in Section 1.01 is hereby
amended to read in its entirety as follows:

“Applicable Margin” means 0.40% per annum.

(c) Section 1.01 is amended by adding in appropriate alphabetical order the
following definition:

“Amendment No. 2” means the Letter Amendment No. 2 dated as of
September 21, 2010 to this Agreement.

We hereby represent and warrant to you as follows:

(a) The representations and warranties contained in Section 5.01 of the
Letter of Credit Agreement (except for the representation and warranties
contained in Sections 5.01(e) and (f) thereof), as amended by this Letter
Amendment, are true and correct in all material respects on and as of the date
hereof, before and after giving effect to this Letter Amendment, as though made
on and as of such date, except to the extent that any such representation or
warranty is stated to relate to an earlier date, in which case such
representation or warranty shall be true and correct in all material respects on
and as of such earlier date;

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(b) The Consolidated balance sheets of the Company and its Subsidiaries as of
January 30, 2010, and the related Consolidated statements of income and retained
earnings of the Company and its Subsidiaries for the Fiscal Year then ended,
certified by Deloitte & Touche LLP, when taken as a whole fairly present the
Consolidated financial condition of the Company and its Subsidiaries as at such
date and the results of the operations of the Company and its Subsidiaries for
the period ended on such date, all in accordance with GAAP;

(c) Since January 30, 2010, there has been no Material Adverse Change; and

(d) No event has occurred and is continuing, or would result from entering
into this Letter Amendment, which constitutes an Event of Default or Default.

This Letter Amendment shall become effective as of the date first above
written when, and only when, you shall have received counterparts of this Letter
Amendment executed by the undersigned.

On and after the effectiveness of this Letter Amendment, each reference in
the Letter of Credit Agreement to “this Agreement”, “hereunder”, “hereof” or
words of like import referring to the Letter of Credit Agreement, shall mean and
be a reference to the Letter of Credit Agreement, as amended by this Letter
Amendment.

The Letter of Credit Agreement, as specifically amended by this Letter
Amendment, is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed. The execution, delivery and effectiveness
of this Letter Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of the LC Issuer under the Letter of
Credit Agreement, nor constitute a waiver of any provision of the Letter of
Credit Agreement.

If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning at least two counterparts of this Letter
Amendment to Jennifer Cho153s attention at 2 Folsom, San Francisco, CA 94105.

This Letter Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Letter Amendment by telecopier or other electronic
transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a
manually executed counterpart of this Letter Amendment.

[Remainder of Page Intentionally Left Blank]

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This Letter Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.

Very truly yours,
THE GAP, INC.
By		/s/ Jennifer Cho
		Name:		Jennifer Cho
		Title:		Vice President and Treasurer
BANANA REPUBLIC, LLC
By		/s/ Jennifer Cho
		Name:		Jennifer Cho
		Title:		Vice President and Treasurer
GAP (CANADA) INC.
By		/s/ Jennifer Cho
		Name:		Jennifer Cho
		Title:		Vice President and Treasurer
GAP (FRANCE) S.A.S.
By		/s/ Lisa D. Mertens
		Name:		Lisa D. Mertens
		Title:		President
GAP (JAPAN) K.K.
By		/s/ Thomas J. Lima
		Name:		Thomas J. Lima
		Title:		Director
GAP (NETHERLANDS) B.V.
By		/s/ Lisa D. Mertens
		Name:		Lisa D. Mertens
		Title:		Director

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GPS CONSUMER DIRECT, INC.
By		/s/ Jennifer Cho
		Name:		Jennifer Cho
		Title:		Vice President and Treasurer
GPS (GREAT BRITAIN) LIMITED
By		/s/ Jennifer Cho
		Name:		Jennifer Cho
		Title:		Director
OLD NAVY (CANADA) INC.
By		/s/ Jennifer Cho
		Name:		Jennifer Cho
		Title:		Vice President and Treasurer
FORTH & TOWNE LLC
By		/s/ Jennifer Cho
		Name:		Jennifer Cho
		Title:		Vice President and Treasurer
GAP STORES (IRELAND) LIMITED
By		/s/ Lisa D. Mertens
		Name:		Lisa D. Mertens
		Title:		Director
GAP EUROPE LIMITED
By		/s/ Jennifer Cho
		Name:		Jennifer Cho
		Title:		Director
GAP EUROPE HOLDINGS B.V.
By		/s/ Lisa D. Mertens
		Name:		Lisa D. Mertens
		Title:		Director

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Agreed as of the date first above written:

HSBC BANK USA, NATIONAL ASSOCIATION
By		/s/ Thomas A. Foley
		Name:		Thomas A. Foley
		Title:		Managing Director