Gap (GPS)

Awards Granted to Certain Individuals and Groups

As described above, the number of Awards (if any) that an individual may receive under the Plan is in the discretion of the Committee and therefore cannot be determined in advance. Our named executive officers and directors have an interest in this proposal by virtue of their being eligible to receive equity awards under the Plan. The following table sets forth (1) the total number of Shares subject to stock options granted under the Plan to the listed persons and groups during the last fiscal year of the Company, with the exception of the options granted pursuant to the previously disclosed tender offer described on page 38 of this proxy statement, (2) the average per Share exercise price of such options, (3) the total number of performance units granted under the Plan to the listed persons and groups during the last fiscal year of the Company and (4) the dollar value of such performance units based on $17.29 per Share, the last reported trade price for Shares on January 27, 2006. During the last fiscal year, only stock options and performance units were granted under the Plan.