Gap (GPS)

GAP INC. SUPPLEMENTAL DEFERRED COMPENSATION PLAN

WHEREAS, The Gap, Inc. (the “Company”) maintains the Gap Inc. Supplemental Deferred Compensation Plan (the “Plan”); and

WHEREAS, the Plan previously has been amended; and

WHEREAS, further amendment of the Plan now is considered desirable to suspend the pending merger of The Gap, Inc. Executive Deferred Compensation Plan into the Plan, and to suspend the change in the name of the Plan, both of which changes were adopted in the Second Amendment to the Plan;

NOW, THEREFORE, IT IS RESOLVED that, pursuant to the power reserved to the Company under Section 12 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, effective on the date of the execution of this amendment, by rescinding Particulars 1, 2 and 8 of the Second Amendment to the Plan, such that no Appendix A shall be added to the Plan pursuant to such Second Amendment, and the name of the Plan shall remain the Gap Inc. Supplemental Deferred Compensation Plan until such time as the officers authorized by resolution of the Board of Directors determine that the name shall be changed.

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IN WITNESS WHEREOF, the undersigned officer has executed this amendment on behalf of the Company, this 19^th day of December, 2008.

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GAP INC. SUPPLEMENTAL DEFERRED COMPENSATION PLAN

WHEREAS, The Gap, Inc. (the “Company”) maintains the Gap Inc. Supplemental Deferred Compensation Plan (the “Plan”); and

WHEREAS, amendment of the Plan now is considered desirable;

NOW, THEREFORE, IT IS RESOLVED that, pursuant to the power reserved to the Company under Section 12 of the Plan, and in exercise of the authority delegated to the undersigned officer by resolutions of the Compensation and Management Development Committee of the Company dated May 8, 2006, the Plan is hereby amended in the following particulars:

1. Effective as of May 8, 2006, by substituting the following in place of subsection 1.3 of the Plan:

“1.3 Plan Administration

The Company shall be the administrator (as that term is defined in Section 3(16)(A) of ERISA) of the Plan and shall be responsible for the administration of the Plan; provided, however, the Company may delegate all or any part of its powers, rights and duties under the Plan to such person or persons as it may deem advisable. Any notice or document relating to the Plan which is to be filed with the Company may be delivered, or mailed by registered or certified mail, postage pre-paid, to the Company, or to any designated Company representative, in care of the Company, at its principal office.”

2. Effective as of May 8, 2006, by substituting the word “Company” in place of the word “Committee” in each place the latter word appears in the first sentence of subsection 2.2, subsection 2.27, Sections 3, 4, 6, 7, and 9, subsections 10.13 through 10.17, and subsections 11.5 through 11.8 of the Plan.

3. Effective as of May 8, 2006, by substituting the phrase “US Savings Plan Investment Committee” in place of the phrase “Global Benefits Committee” where the latter phrase appears in subsection 2.8 of the Plan.

4. Effective January 1, 2008, by adding the following sentence to the end of subsection 2.21 of the Plan:

“By becoming a Participant and making deferrals under this Plan, each Participant agrees to be bound by the provisions of the Plan and the determinations of the Company and the Committee hereunder.”

5. Effective January 1, 2008, by substituting the following in place of subsection 2.27 of the Plan:

“2.27 Termination Date

‘Termination Date’ means, with respect to an Employee Participant, the date on which the Participant has a separation from service (within the meaning of Section 409A of the Code and the regulations, notices and other guidance thereunder, including death) with the Employers, the Company and any subsidiary or affiliate of the Company, and, with respect to a non-employee Board member Participant, the date on which the Board member resigns, is removed or otherwise terminates service on the Board (including death). The date that an Employee’s performance of services for all the Employers is reduced to a level of less than 20% of the average level of services performed in the preceding 36-month period, shall be considered a Termination Date, and the performance of services at a level of 50% or more of the average level of services performed in the preceding 36-month period shall not be considered a Termination Date.”

6. Effective as of January 1, 2006, by substituting the phrase “Eligible Individual eligible to participate in the Plan while he is determined by the Company to satisfy the criteria described in (a) immediately preceding, who is eligible to participate in the Plan” in place of the phrase “Eligible Individual eligible to participate in the Plan” where the latter phrase appears in the first sentence of subsection 3.1 of the Plan.

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7. Effective as of January 1, 2006, by substituting the phrase “total remuneration from the Employer while the Participant is an Eligible Individual which” in place of the phrase “total remuneration from the Employer which” where the latter phrase appears in the first sentence of subsection 2.10 of the Plan.

8. Effective as of January 1, 2006, by substituting the word “satisfied” in place of the word “satisifed” where the latter word appears in subsection 3.3 of the Plan.

9. Effective as of December 30, 2006, by substituting the following in place of the second sentence of the first paragraph of subsection 4.1 of the Plan:

“Except as otherwise provided in this subsection, a Participant’s deferral election for a Plan Year under this subsection must be made not later than December 31 of the preceding Plan year with respect to Compensation earned during the first payroll period of the next calendar year (considered for purposes of the Plan to be the payroll period containing December 31 of the prior year) or, in the case of Board Members, Compensation earned in fiscal year quarters beginning on and after January 1 of the following calendar year.”

10. Effective as of January 1, 2007, by substituting the following in place of the second-to-last sentence of the first paragraph of subsection 4.1 of the Plan:

“Any such deferral election under this subsection must be made within 30 days of the date the Employee or Board Member first becomes an Eligible Individual; provided, however, that the date that an Employee or Board Member first becomes Eligible for the Plan shall be determined based on proper notification of the Employee or Board Member by the Company in accordance with procedures determined by the Company.”

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11. Effective January 1, 2008, by adding the following after the first paragraph of subsection 4.1 of the Plan:

“In the case of an Employee, or non-employee Board member who is rehired (or who recommences Board Service) after having previously been an Eligible Individual, the phrase ‘first becomes an Eligible Individual’ in the first sentence of the preceding paragraph shall be interpreted to apply only where the Eligible Individual is rehired (or recommences Board Service or recommences providing services to an Employer) at least 24 months after his last day as a previously Eligible Individual prior to again becoming such an Eligible Individual. In all other cases such rehired Employee or Board Member may not elect to make Compensation Deferrals until the next date determined by the Company with respect to Compensation earned after the following January 1. Similarly, in the case of an Employee who recommences status as an Eligible Individual for any other reason after having previously lost his status as an Eligible Individual (due to Compensation fluctuations, transfer from an ineligible location or job classification, or otherwise), the phrase ‘first becomes an Eligible Individual’ shall be interpreted to apply only where the Eligible Individual regains his status as an Eligible Individual at least 24 months after his last day as a previously Eligible Individual prior to again becoming such an Eligible Individual. In all other cases such Re-Eligible Participant may not elect to make Compensation Deferrals until the next date determined by the Company with respect to Compensation earned after the following January 1.”

12. Effective as of December 30, 2006, by substituting the following in place of the first sentence of the second paragraph of subsection 4.1 of the Plan:

“An election to make Compensation Deferrals under this subsection 4.1 shall be irrevocable, and shall remain in effect for Compensation earned during the last payroll period ending on or before December 30 of the calendar year to which the election applies while the Participant is an Eligible Individual (except as provided in subsection 4.4) (or, in the case of non-Employee Board members, for Compensation earned through the Fiscal Year quarter that ends on or after December 31 of the calendar year to which the election applies).”

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13. Effective January 1, 2008, by substituting the following three sentences in place of the third sentence of subsection 4.2 of the Plan:

“Notwithstanding the foregoing, effective January 1, 2008, an Employee who first becomes an Eligible Individual during a Plan Year by virtue of commencement of employment with the Employers shall be permitted to make a Bonus Deferral election to defer receipt of up to 90 percent (or such other amount as determined by the Company) of his Bonus (other than his Sign-on Bonus) into the Plan, but only if he makes such election within 30 days of first becoming an Eligible Individual. In case such Bonus Deferral election in the first year of eligibility described in the preceding sentence is made after the beginning of the Bonus performance period, the Bonus Deferral election will apply only to the portion of the Bonus equal to the total amount of the Bonus for the performance period multiplied by the ratio of the number of days remaining in the performance period after the effective date of the Bonus Deferral election over the total number of days in the performance period. If an Eligible Individual does not elect to make a Bonus Deferral election during that initial 30-day period, he may not later elect to make an election for that performance period under this subsection.”

14. Effective as of May 8, 2006, by substituting the phrase “the Company” in place of the phrase “the Committee” where the latter phrase appears in the first four sentences of subsection 5.2 of the Plan, the second-to-last sentence of subsection 5.2 of the Plan, and the last sentence of subsection 5.3 of the Plan.

15. Effective January 1, 2008, by substituting the following in place of the second sentence of subsection 9.1 of the Plan:

“Subject to subsection 9.3 hereof, it is the Company’s intention to distribute a Participant’s Accounts payable in a lump sum under this subsection 9.1 on the first day of the fourth month following the Participant’s Termination Date, or, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant or his beneficiary, during the first calendar year in which the calculation of the amount is administratively practicable.”

16. Effective January 1, 2008, by substituting the following in place of the first sentence of the last paragraph of subsection 9.1 of the Plan:

“Subject to subsection 9.3 hereof, it is the intention of the company to make payments pursuant to an in-service distribution election under subparagraphs (a) or (b) of this subsection 9.1 by the end of the calendar year in which the payment was elected to be made, or, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant or his beneficiary, during the first calendar year in which the calculation of the amount is administratively practicable.”

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17. Effective January 1, 2008, by inserting the following sentence after the second sentence of subsection 9.2 of the Plan:

“Subject to subsection 9.3 hereof, it is the Company’s intention to distribute a Participant’s Accounts payable in a lump sum under this subsection 9.2 on the first day of the fourth month following the Participant’s Termination Date, or, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant or his beneficiary, during the first calendar year in which the calculation of the amount is administratively practicable.”

18. Effective January 1, 2008, by substituting the following in place of the first sentence of subsection 9.2(b) of the Plan:

“It is the intention of the Company to make the first installment payment by the end of the calendar year in which occurs the Participant’s Retirement Date or death, or, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant or his beneficiary, during the first calendar year in which the calculation of the amount is administratively practicable.”

19. Effective January 1, 2008, by substituting the following in place of subsection 9.3 of the Plan:

GAP INC. SUPPLEMENTAL DEFERRED COMPENSATION PLAN

WHEREAS, The Gap, Inc. (the “Company”) maintains the Gap Inc. Supplemental Deferred Compensation Plan (the “Plan”); 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 Gap, Inc. Executive Deferred Compensation Plan into the Plan, the discontinuance of the notional Gap Stock Fund in the Plan, and a change in the name of the Plan to “The Gap, Inc. Deferred Compensation Plan”;

NOW, THEREFORE, IT IS RESOLVED that, pursuant to the power reserved to the Company under Section 12 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 in the following particulars, all effective March 2, 2009 except as indicated otherwise:

1. By renaming the Plan “The Gap, Inc. Deferred Compensation Plan.”

2. By substituting the name “The Gap, Inc. Deferred Compensation Plan” in place of the name “Gap Inc. Supplemental Deferred Compensation Plan” where the latter name appears in the first sentence of subsection 1.1 of the Plan.

3. Effective January 1, 2009, by adding the following at the end of subsection 2.18 of the Plan:

“Effective January 1, 2009, the Gap Stock Fund shall be frozen and no new notional investments shall be made to the Gap Stock Fund after December 31, 2008. Effective January 1, 2009, a Participant shall not be permitted to elect to transfer additional amounts into the Gap Stock Fund. The Gap Stock Fund shall be liquidated on March 2, 2009.”

4. Effective January 1, 2009, by substituting the following for subsection 5.1 of the Plan:

“5.1 Investment Funds

The Committee may designate, in its discretion, one or more Investment Funds for the notional investment of Participants’ Accounts. The Committee, in its discretion, may from time to time establish new Investment Funds or eliminate existing Investment Funds. The Investment Funds are for recordkeeping purposes only and do not allow Participants to direct any Company assets (including, if applicable, the assets of any trust related to the Plan). Each Participant’s Accounts shall be adjusted pursuant to the Participant’s notional investment elections made in accordance with this Section 5, except as otherwise determined by the Committee in its sole discretion. Effective as of the beginning of business on January 1, 2009, the Gap Stock Fund shall be frozen and no new notional investments shall be made to the Gap Stock Fund after December 31, 2008. The Gap Stock Fund shall be discontinued and liquidated as described in subsection 5.2 of the Plan.”

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5. Effective January 1, 2009, by adding the following new sentence at the end of subsection 5.2 of the Plan:

“Notwithstanding the foregoing and any other provision of the Plan to the contrary, amounts subject to a Participant’s notional investment election to defer amounts into the Gap Stock Fund after December 31, 2008 shall be notionally invested in the RiverSource Cash Management Fund, and shall be credited with notional interest through March 1, 2009. Amounts remaining in the RiverSource Cash Management Fund or any amounts remaining in the Gap Stock Fund shall be liquidated and automatically transferred into the American Funds Balanced Fund on or as soon as administratively feasible after March 2, 2009.”

6. Effective January 1, 2009, by adding the following new sentence at the end of subsection 5.3 of the Plan:

“Effective January 1, 2009, a Participant shall not be permitted to elect to transfer additional amounts into the Gap Stock Fund. If a Participant does not make an election to transfer amounts out of the Gap Stock Fund prior to March 1, 2009, the Participant’s Accounts invested in the Gap Stock Fund or the RiverSource Cash Management Fund shall be transferred to the American Funds Balanced Fund on or as soon as administratively feasible after March 2, 2009.”

7. Effective December 31, 2008, by deleting the second sentence of subsection 9.6 of the Plan, and by substituting the word “continue” in place of the word “cease” in the first sentence of subsection 9.6 of the Plan.

8. By adding a new Supplement A to the Plan, in the form attached hereto.

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IN WITNESS WHEREOF, the undersigned officer has executed this amendment on behalf of the Company, this 24^th day of November, 2008.

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Gap Inc. Supplemental Deferred Compensation Plan)

A-1. Introduction. The Gap, Inc. (the “Company”) maintains the Plan and The Gap, Inc. Deferred Compensation Plan (prior to March 2, 2009 known as the Gap Inc. Supplemental Deferred Compensation Plan) (“SDCP”) for the benefit of certain of its eligible employees. Effective as of the beginning of business on March 2, 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 Participants’ 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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