Gap (GPS)

STOCK UNIT DEFERRAL ELECTION FORM

Complete and return this Election Form if you want to defer the settlement (payment) of stock units granted to you under The Gap, Inc. 2006 Long-Term Incentive Plan (the “Plan”).

Stock units that are granted to you under the Plan (“Stock Units”) generally become payable as soon as practicable after the date which is three (3) years from the date of vesting (the “Original Payment Date”) in whole shares of common stock of The Gap, Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will represent an unfunded and unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral.

Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code (“Section 409A”). As a result, any deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made.

Notwithstanding the foregoing and any election made hereunder, in accordance with paragraph 3(c) of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date you incur a Termination of Service for any reason, including, but not limited to, death, Disability, or Retirement (as such terms are defined in the Plan); provided, however, that payment will be made no earlier than six (6) months and one (1) day following the date of termination to the extent necessary to comply with Section 409A. In addition, in accordance with paragraph 3(d), of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date of certain changes in control of the Company or other similar events.

Director Name:                                                               (the “Director”)

Payment of the Stock Units indicated below will be made as soon as practicable following the date you choose below (the “Designated Payment Date”), provided that the Deferral Requirements are satisfied. This means that your Designated Payment Date will be given effect only if (a) you complete and return this Election Form at least twelve (12) months before the Original Payment Date, and (b) the Designated Payment Date is at least five (5) years from the Original Payment Date. As noted above, any payment will be made in the form of whole shares of Company common stock with the balance, if any, in cash.

STOCK UNIT DEFERRAL ELECTION FORM

Complete and return this Election Form if you want to defer the settlement (payment) of stock units granted to you under The Gap, Inc. 2006 Long-Term Incentive Plan (the “Plan”).

Stock units that are granted to you under the Plan (“Stock Units”) generally become payable as soon as practicable after the date which is three (3) years from the date of vesting (the “Original Payment Date”) in whole shares of common stock of The Gap, Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will represent an unfunded and unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral.

Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code (“Section 409A”). As a result, any deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made.

Notwithstanding the foregoing and any election made hereunder, in accordance with Section 3(c) of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date you incur a Termination of Service for any reason, including, but not limited to, death, Disability, or Retirement (as such terms are defined in the Plan); provided, however, that payment will be made no earlier than six (6) months and one (1) day following the date of termination to the extent necessary to comply with Section 409A.

STOCK UNIT DEFERRAL ELECTION FORM

Complete and return this Election Form if you want to defer the settlement (payment) of stock units granted to you under The Gap, Inc. 2006 Long-Term Incentive Plan (the “Plan”).

Stock units that are granted to you under the Plan (“Stock Units”) generally become payable as soon as practicable after the date which is three (3) years from the date of vesting (the “Original Payment Date”) in whole shares of common stock of The Gap, Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will represent an unfunded and unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral.

Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code (“Section 409A”). As a result, any deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made.