Gap (GPS)

Pro Forma Benefits for the Executive MICAP

Given that awards under the Executive MICAP are determined by comparing actual performance to the performance goals established by the Committee, it is not possible to accurately predict award amounts that will be paid under the Executive MICAP. In January and March 2005 the Committee set performance goals for the Company’s 2005 fiscal year for awards payable in cash and performance units. The performance goals for cash awards for the 2005 fiscal year provide for a targeted level of achievement for earnings, economic profit and free cash flow, each as defined in the Executive MICAP. The performance goals for awards payable in performance units for the 2005 fiscal year provide for a targeted level of growth in earnings per share.

The following table sets forth the target awards that would be payable to the persons named in the “Summary Compensation Table” (page 22 of this Proxy Statement) and to all current executive officers as a group, assuming that the applicable performance goals established by the Committee for the 2005 fiscal year are exactly 100% achieved, the participants’ salaries and target awards are those in effect as of March 21, 2005 and that they remain constant throughout the performance period, the participants are employees at the time of payment, and the Committee chooses not to reduce the award otherwise payable to any participant. There can be no assurance that these assumptions actually will occur, and therefore, there can be no assurance that the target awards shown below will be paid.

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