Gap (GPS)

“9.3 Key Employees

Notwithstanding anything herein to the contrary, and subject to Code Section 409A, payment shall not be made or commence as a result of the Participant’s Termination Date to any Participant who is a key employee (defined below) before the date that is not less than six months after the Participant’s Termination Date. For this purpose, a key employee includes a ‘specified employee’ (as defined in Code Section 409A(a)(2)(B)) during the entire 12-month period determined by the Company ending with the annual date upon which key employees are identified by the Company, and also including any Employee identified by the Company in good faith with respect to any distribution as belonging to the group of identified key employees, to a maximum of 200 such key employees, regardless of whether such Employee is subsequently determined

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by the Employer, any governmental agency, or a court not to be a key employee. In the event amounts are payable to a key employee in installments in accordance with subsection 9.2, the first installment shall be delayed by six months, with all other installment payments payable as originally scheduled. The identification date for determining key employees shall be each December 31 (and the new key employee list shall be updated and effective each subsequent April 1).”

20. Effective January 1, 2008, by substituting the phrase “the applicable dollar amount under Section 402(g) of the Code,” in place of the phrase “$10,000” where the latter phrase appears in subsection 9.4 of the Plan.

21. Effective January 1, 2008, by substituting the following in place of the second sentence of subsection 9.4 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 9.4 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.”

22. Effective as of May 8, 2006, by substituting the phrase “the Company reserves the right” in place of the phrase “the Company and the Committee reserve the right” where the latter phrase appears throughout Section 12 of the Plan.

23. Effective as of May 8, 2006, by substituting the title “SECTION 11 PLAN ADMINISTRATION” in place of the title “SECTION 11 THE COMMITTEE” in Section 11 of the Plan, and by substituting the following in place of subsection 11.1 of the Plan and the first paragraph of subsection 11.2 immediately preceding subparagraph 11.2(a) of the Plan:

“11.1 Establishment of Committee

The Plan shall be administered by the Company. A Committee established by the Company, which as of May 8, 2006 is the US Savings Plan Investment Committee, shall be responsible for the duties described in subsection 11.2 below.

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11.2 Committee General Powers, Rights and Duties

Except as otherwise specifically provided herein, and in addition to the powers, rights and duties specifically given to the Committee elsewhere in the Plan or otherwise delegated to the Committee by the Company or the Compensation and Management Development Committee, the Committee shall have the full power and authority for the establishment of an investment policy for the Plan, and the selection, monitoring, and termination of notional investment options for the Plan, and such other powers, rights and duties as may be described from time to time in the Committee’s Charter. Except as otherwise specifically provided herein, and in addition to the powers, rights and duties specifically given to the Company elsewhere in the Plan, the Company shall have the following powers, rights and duties, which shall be exercisable in the sole discretion of the Company:”

24. Effective as of May 8, 2006, by substituting the word “Company” in place of the word “Committee” where the latter word appears in subparagraphs 11.2 (d), (h) and (i) of the Plan.

*        *        *

IN WITNESS WHEREOF, the undersigned officer has executed this amendment on behalf of the Company, this 19^th day of December, 2007.

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