Common use of Registration Agreement Clause in Contracts

Registration Agreement. The holder of this Senior Convertible Note is entitled to the benefits of a Registration Agreement, dated March 5, 2002, between the Company and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Notes, that (i) it will, at its cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 days after the Issue Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option, (b) the date on which all of the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof may be sold to persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (c) the date as of which the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (d) the date as of which all the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement). If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreement) for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officer.

Registration Agreement. The holder of this Senior Convertible Note is entitled to the benefits of a Registration Agreement, dated March 5as of August 15, 20022003, between by and among the Company Company, the Guarantor and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement Agreement, the Company has agreed for the benefit of the holders of the Senior Convertible Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Notes, that (i) it will, at its cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 days after the Issue Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' over-allotment option, (b) the date on which all of the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof may be sold to by persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (c) the date as of which all of the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or and (d) the date as of which all the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the such Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement)Statement. If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreementbelow) for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' over-allotment option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities Convertible Notes and $2.50 per annum per 62.035 42.2092 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities Convertible Notes and $5.00 per annum per 62.035 42.2092 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officer.

Registration Agreement. The holder of this Senior Convertible Note is entitled to the benefits of a Registration Agreement, dated March 5September , 20021997, between the Company and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Notes, that (i) it will, at its cost, within 90 120 days after the Issue Dateclosing of the sale of the Convertible Notes (the "Closing"), file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes and the Common Stock issuable upon conversion thereof, (ii) within 180 days after the Company will use its reasonable best efforts to cause Closing, such Shelf Registration Statement to shall be declared effective by the Commission under the Securities Act within 180 days after the Issue Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary date of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' optionClosing, (b) the date on which all of the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof may be sold to persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, Act and (c) the date as of which all the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (d) the date as of which all the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the such Shelf Registration Statement (as defined in the "Shelf Registration AgreementPeriod"). Not less than 30 calendar days prior If the Company fails to comply with clause (i) above then, at such time, the per annum interest rate on the Convertible Notes will increase by 25 basis points. Such increase will remain in effect until the date on which the Company intends in good faith to have the such Shelf Registration Statement declared effectiveis filed, on which date the Company shall mail interest rate on the Notice and Questionnaire (as defined in the Registration Agreement) Convertible Notes will revert to the holders of Transfer Restricted Securities (as defined interest rate originally borne by the Convertible Notes plus any increase in such interest rate pursuant to the Registration Agreement)following sentence. If the Shelf Registration Statement is not declared effective as provided in clause (ii) above, then, at such time and on each date that would have been the successive 30th day following such time, the per annum interest rate on the Convertible Notes (which interest rate will be the original interest rate on the Convertible Notes plus any increase or increases in such interest rate pursuant to the preceding sentence and this sentence) will increase by an additional 25 basis points; provided that the interest rate will not increase by more than 50 basis points pursuant to this sentence and will not increase by more than 75 basis points pursuant to this sentence and the preceding sentence. Such increase or increases will remain in effect until the date on which such Shelf Registration Statement is declared effective, on which date the interest rate on the Convertible Notes will revert to the interest rate originally borne by the Convertible Notes. Pursuant to clause (iii) above, however, if the Company fails to keep the Shelf Registration Statement continuously effective for the period specified above, then at such time as the Shelf Registration Statement is no longer effective and on each date thereafter that is the successive 30th day subsequent to such time and until the earlier of (i) the date that the Shelf Registration Statement is not filed with the Commission on or prior to 90 days, or has not been declared again deemed effective by the Commission within 180 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (includingthe termination of the Shelf Registration Period, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreement) for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any 12-month period during the period beginning per annum interest rate on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (increase by an additional 25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 shares of Common Stock (subject to adjustment from time to time in ; provided, however, that the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (interest rate will not increase by more than 50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 shares of Common Stock (subject points pursuant to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may bethis sentence. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or three periods not to exceed an aggregate of 90 days in the aggregate during any twelve-twelve- month period under certain circumstances (each, a "Suspension Period"); provided that the existence circumstances. The holders of a Suspension Period Convertible Notes will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company be entitled to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained additional interest as set forth in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy preceding paragraph solely because of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officersuch suspension.

Registration Agreement. The holder of this Senior Convertible Exchangeable Note is entitled to the benefits of a Registration Agreement, dated as of March 525, 2002, between by and among the Company Company, Navistar and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement Agreement, the Company has and Navistar have agreed for the benefit of the holders of the Senior Convertible Exchangeable Notes and the Common Stock issued and issuable upon conversion exchange of the Senior Convertible Exchangeable Notes, that (i) it they will, at its their cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Exchangeable Notes and the Common Stock issuable upon conversion exchange thereof, (ii) the Company and Navistar will use its their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 210 days after the Issue Date and (iii) the Company and Navistar will use its their reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a1) the latest of the second anniversary of (a) the Issue Date orDate, if later, the second anniversary of (b) the last date on which any Senior Convertible Exchangeable Notes are issued upon exercise of the Initial Purchasers' option, over-allotment option or (bc) the last date on which any unregistered Navistar Common Stock is issued or issuable in exchange for Exchangeable Notes; (2) the date on which all of the Senior Convertible Exchangeable Notes and the unregistered Common Stock issued or issuable upon conversion thereof their exchange may be sold to persons who are not "affiliates" (as defined in Rule 144) by non-affiliates of the Company Navistar and Navistar Financial pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission SEC under the Securities Act, ; (c3) the date as of which all the Senior Convertible Exchangeable Notes and the Common Stock issued or issuable upon conversion thereof their exchange have been transferred pursuant to sold under Rule 144 under the Securities Act (or any similar provision then in force) or (d4) the date as of which all the Senior Convertible Exchangeable Notes and or the Common Stock issued or issuable upon conversion thereof their exchange have been sold pursuant to the Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement)Registration. If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 210 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreementbelow) for a period of time (including any Suspension Period) which shall exceed 90 60 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the latest of (a) the Issue Date orDate, if later, (b) the second anniversary of the last date on which any Senior Convertible Exchangeable Notes are issued upon exercise of the Initial Purchasers' over-allotment option and (c) the last date on which any unregistered Navistar Common Stock is issued or issuable in exchange for the Exchange Notes (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities that are Exchangeable Notes and Navistar will pay liquidated damages to each holder of Transfer Restricted Securities that are Common Stock (together, "Liquidated Damages") which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities Exchangeable Notes and $2.50 per annum per 62.035 17.944 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities Exchangeable Notes and $5.00 per annum per 62.035 17.944 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all All accrued Liquidated Damages will be paid by check on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officer.

Registration Agreement. The holder of this Senior Convertible Subordinated Note is entitled to the benefits of a Registration Agreement, dated March 522, 20022000, between the Company and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Subordinated Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Subordinated Notes, that (i) it will, at its cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 days after the Issue Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option, (b) the date on which all of the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof may be sold to persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (c) the date as of which the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (d) the date as of which all the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement). If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreementbelow) for a period of time (including any Suspension Period) which shall exceed 90 60 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Subordinated Notes are issued upon exercise of the Initial Purchasers' over-allotment option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 17.4398 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 17.4398 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year A-11 92 consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officer.

Registration Agreement. The holder JVWeb agrees to use its best efforts to register with the Commission the 200,000 shares of this Senior Convertible Common Stock into which the Note is entitled may be converted, the 200,000 shares of Common Stock that may be purchased pursuant to the benefits of a Registration AgreementSection 4 hereof, dated March 5, 2002, between the Company and the Initial Purchasers 100,000 shares of Common Stock that may be purchased pursuant to an exercise of the Option (such 500,000 shares are referred to hereinafter as the "Registration AgreementRegistered Shares"). Pursuant In this connection, JVWeb agrees to use its best efforts to file with the Commission the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Notes, that (i) it will, at its cost, Statement within 90 days after the Issue Date, file a shelf registration statement (date of this Agreement. JVWeb hereby agrees that if the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 days after the Issue Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option, (b) the date on which all of the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof may be sold to persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (c) the date as of which the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (d) the date as of which all the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement). If the Shelf Registration Statement (i) is not filed with the Commission on or prior to within 90 days, or has not been declared effective by the Commission within 180 days, days after the Issue Date or (ii) is filed and declared effective but date of this Agreement, then JVWeb shall thereafter cease issue to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreement) for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 Equitrust an additional 50,000 shares of Common Stock (subject which shall also be covered by the Registration Statement), as liquidated damages for JVWeb's failure to adjustment from time so file the Registration Statement. In addition, JVWeb hereby agrees that if the Registration Statement is not declared effective within one year after the date of this Agreement, then JVWeb shall issue to time Equitrust a promissory note in the event form of a stock splitthe promissory note attached hereto as Exhibit B, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities as liquidated damages for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 shares of Common Stock (subject JVWeb's failure to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages on each Damages Payment Date (as defined in cause the Registration Agreement)Statement to be so declared effective. JVWeb shall use its best efforts to qualify the Registered Shares under the securities laws for each state for which an exemption is not available and qualification is required, unless the cost and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice expense of such commencement or terminationqualification outweighs the benefit of qualification. In connection with the registration undertaken pursuant to this Section 7, of the obligation Equitrust shall use reasonable efforts to pay Liquidated Damages cooperate with regard to the Senior Convertible Notes JVWeb and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request JVWeb in writing such information, as shall be reasonably necessary in order to assure compliance with federal and without charge a copy applicable state securities laws pertaining to disclosure and otherwise. JVWeb shall pay all registration expenses in connection with the registration undertaken pursuant to this Section 7, and Equitrust shall pay all underwriting discounts and selling commissions applicable to the sale of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial OfficerRegistered Shares.

Registration Agreement. The holder of this Senior Convertible Subordinated Note is entitled to the benefits of a Registration Agreement, dated March 5May 25, 20022001, between the Company and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Subordinated Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Subordinated Notes, that (i) it will, at its cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Subordinated Notes and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 210 days after the Issue Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Subordinated Notes are issued upon exercise of the Initial Purchasers' over-allotment option, (b) the date on which all of the Senior Convertible Subordinated Notes and or the Common Stock issued or issuable upon conversion thereof may be sold to persons who are not "affiliates" (as defined in Rule 144) by non-affiliates of the Company pursuant to paragraph (k) of Rule 144 (or any successor provisionprovision then in force) promulgated by the Commission under the Securities Act, (c) the date as of which all the Senior Convertible Subordinated Notes and or the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar successor provision then in force) or promulgated by the Commission under the Securities Act and (d) the date as of which all the Senior Convertible Subordinated Notes and or the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement)Statement. If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 210 days, after the Issue Date Date, or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, including as a result of a Suspension Period as defined belowPeriod) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreement) for a period of time (including any Suspension Period) which shall exceed 90 60 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Subordinated Notes are issued upon exercise of the Initial Purchasers' option over-allotment option, (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") Damages to each holder of Transfer Restricted Securities which that has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 28.5714 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities Convertible Subordinated Notes and $5.00 per annum per 62.035 28.5714 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officer.

Registration Agreement. The holder of this Senior Convertible Note Security is entitled to the benefits of a Registration Agreement, dated March 5August 9, 20021999, between the Company and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Notes Securities and the Common Stock issued and issuable upon conversion of the Senior Convertible NotesSecurities, that (i) it will, at its cost, within 90 days after the Issue Closing Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes Securities and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 150 days after the Issue Closing Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Closing Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes Securities are issued upon exercise of the Initial Purchasers' over-allotment option, (b) the date on which all of the Senior Convertible Notes and Securities or the Common Stock issued or issuable upon conversion thereof may be sold to persons Persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (c) the date as of which the Senior Convertible Notes and Securities or the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or and (d) the date as of which all the Senior Convertible Notes and Securities or the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the such Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement)Statement. If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 150 days, after the Issue Closing Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreementbelow) for a period of time (including any Suspension Period) which shall exceed 90 60 days in the aggregate in any 12-month period during the period beginning on the Issue Closing Date and ending on the second anniversary of the Issue Closing Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes Securities are issued upon exercise of the Initial Purchasers' over-allotment option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 24.875622 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 24.875622 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date (as defined in the Registration Agreement)Date, and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officer.

Registration Agreement. The holder of this Senior Convertible Subordinated Note is entitled to the benefits of a Registration Agreement, dated March 5July 30, 20022001, between the Company and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Subordinated Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Subordinated Notes, that (i) it will, at its cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Subordinated Notes and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 150 days after the Issue Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Subordinated Notes are issued upon exercise of the Initial Purchasers' over-allotment option, (b) the date on which all of the Senior Convertible Subordinated Notes and or the Common Stock issued or issuable upon conversion thereof may be sold to persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (c) the date as of which the Senior Convertible Subordinated Notes and or the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or and (d) the date as of which all the Senior Convertible Subordinated Notes and or the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the such Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement)Statement. If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 150 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreementbelow) for a period of time (including any Suspension Period) which shall exceed 90 60 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Subordinated Notes are issued upon exercise of the Initial Purchasers' over-allotment option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 30.969 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 30.969 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officer.

Registration Agreement. The holder of this Senior Convertible Note Security is entitled to the benefits of a Registration Agreement, dated March 522, 20021999, between the Company and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Notes Securities and the Common Stock issued and issuable upon conversion of the Senior Convertible NotesSecurities, that (i) it will, at its cost, within 90 60 days after the Issue Closing Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes Securities and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 150 days after the Issue Closing Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Closing Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes Securities are issued upon exercise of the Initial Purchasers' over-allotment option, (b) the date on which all of the Senior Convertible Notes and Securities or the Common Stock issued or issuable upon conversion thereof may be sold to persons by Persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (c) the date as of which the Senior Convertible Notes and Securities or the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or and (d) the date as of which all the Senior Convertible Notes and Securities or the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the such Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement)Statement. If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 60 days, or has not been declared effective by the Commission within 180 150 days, after the Issue Closing Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreementbelow) for a period of time (including any Suspension Period) which shall exceed 90 60 days in the aggregate in any 12-month period during the period beginning on the Issue Closing Date and ending on the second anniversary of the Issue Closing Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes Securities are issued upon exercise of the Initial Purchasers' over-allotment option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 6.06061 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 6.06061 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing; provided that, as further provided in the Registration Agreement, the Company hereby agrees that, upon the occurrence of the Stock Split (which it is currently contemplated will occur on April 2, 1999), the Liquidated Damages payable in respect of Common Stock shall be automatically adjusted to $2.50 per annum per 12.12121 shares of Common Stock for the first such 90 days during which a Registration Default has occurred and is continuing and $5.00 per annum per 12.12121 shares of Common Stock for any additional days during which such Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like). The Company will pay all accrued Liquidated Damages by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date (as defined in the Registration Agreement)Date, and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officer.

Registration Agreement. The holder of this Senior Convertible Note is entitled to the benefits of a Registration Agreement, dated March 5as of February 1, 2002, between by and among the Company Company, the Guarantor and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement Agreement, the Company has agreed for the benefit of the holders of the Senior Convertible Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Notes, that (i) it will, at its cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 150 days after the Issue Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' over-allotment option, (b) the date on which all of the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof may be sold to by persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (c) the date as of which all of the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or and (d) the date as of which all the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the such Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement)Statement. If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 150 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreementbelow) for a period of time (including any Suspension Period) which shall exceed 90 60 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' over-allotment option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities Convertible Notes and $2.50 per annum per 62.035 29.334 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities Convertible Notes and $5.00 per annum per 62.035 29.334 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officer.

Registration Agreement. The holder of this Senior Convertible Note Security is entitled to the benefits of a Registration Agreement, dated March 5as of September 24, 20021997, between among the Company Company, the Guarantors and the Initial Purchasers named therein (as such may be amended from time to time, the "Registration Agreement"). Pursuant Capitalized terms used in this subsection but not defined herein have the meanings assigned to them in the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Notes, that Agreement. If (i) it will, at its cost, within 90 60 days after the Issue Date, file a shelf registration statement (neither the "Exchange Offer Registration Statement nor the Shelf Registration Statement") Statement has been filed with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes and the Common Stock issuable upon conversion thereof, ; (ii) within 150 days after the Company will use its reasonable best efforts to cause such Shelf Issue Date, the Exchange Offer Registration Statement to be has not been declared effective by the Commission under the Securities Act effective; (iii) within 180 days after the Issue Date and (iii) Date, neither the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option, (b) the date on which all of the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof may be sold to persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (c) the date as of which the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have Exchange Offer has been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (d) the date as of which all the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to consummated nor the Shelf Registration Statement has been declared effective; or (as defined in iv) after either the Exchange Offer Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject, in the Company shall mail case of the Notice and Questionnaire Shelf Registration Statement, to the exceptions set forth in Section 3(b)(i) or (as defined in ii) of the Registration Agreement) to in connection with resales of Initial Securities or Exchange Securities in accordance with and during the holders periods specified in Sections 2(e) and 3(b) of Transfer Restricted Securities (as defined in the Registration Agreement). If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreement) for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option Agreement (each such event referred to in clauses (i) and through (ii) being referred to herein as iv), a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted will accrue on the Initial Securities and the Exchange Securities from and including the date on which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a such Registration Default shall occur to but excluding the date on which all Registration Defaults have occurred and be continuing is that amount which is equal to one-quarter been cured. Liquidated Damages will accrue at a rate of one percent (25 basis points) $0.05 per annum week per $1,000 principal amount of the Securities and $2.50 per annum per 62.035 shares during the 90-day period immediately following the occurrence of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a any Registration Default has occurred and is continuing and one-half of one percent (50 basis points) shall increase $0.05 per annum week per $1,000 principal amount of the Securities and $5.00 per annum per 62.035 shares at the end of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which each subsequent 90-day period, but in no event shall such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis exceed $0.25 per week per $1,000 principal amount of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial OfficerSecurities.

Registration Agreement. The holder of this Senior Convertible Note is entitled to the benefits of a Registration Agreement, dated March 5April 14, 20021998, between the Company and the Initial Purchasers Purchaser (the "Registration Agreement"). Pursuant to the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Notes, that (i) it will, at its cost, within 90 60 days after the Issue Dateclosing of the sale of the Convertible Notes (the "Closing"), file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause ensure that within 120 days after the Closing, such Shelf Registration Statement to shall be declared effective by the Commission under the Securities Act within 180 days after the Issue Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary date of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' optionClosing, (b) the date on which all of the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof may be sold to persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, Act and (c) the date as of which all the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (d) the date as of which all the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the such Shelf Registration Statement (as defined in the "Shelf Registration AgreementPeriod"). Not less than 30 calendar days prior If the Company fails to comply with clause (i) above then, at such time, the per annum interest rate on the Convertible Notes will increase by 25 basis points. Such increase will remain in effect until the date on which the Company intends in good faith to have the such Shelf Registration Statement declared effectiveis filed, on which date the Company shall mail interest rate on the Notice and Questionnaire (as defined in the Registration Agreement) Convertible Notes will revert to the holders of Transfer Restricted Securities (as defined interest rate originally borne by the Convertible Notes plus any increase in such interest rate pursuant to the Registration Agreement)following sentence. If the Shelf Registration Statement is not declared effective as provided in clause (ii) above (other than as a result solely of actions of any holders of securities covered by such Shelf Registration Statement), then, at such time and on each date that would have been the successive 30th day following such time, the per annum interest rate on the Convertible Notes (which interest rate will be the original interest rate on the Convertible Notes plus any increase or increases in such interest rate pursuant to the preceding sentence and this sentence) will increase by an additional 25 basis points; provided that the interest rate will not increase by more than 50 basis points pursuant to this sentence and will not increase by more than 75 basis points pursuant to this sentence and the preceding sentence. Such increase or increases will remain in effect until the date on which such Shelf Registration Statement is declared effective, on which date the interest rate on the Convertible Notes will revert to the interest rate originally borne by the Convertible Notes. Pursuant to clause (iii) above, however, if the Company fails to keep the Shelf Registration Statement continuously effective for the period specified above (other than as a result solely of actions of any holders of securities covered by such Shelf Registration Statement), then at such time as the Shelf Registration Statement is no longer effective and on each date thereafter that is the successive 30th day subsequent to such time and until the earlier of (i) the date that the Shelf Registration Statement is not filed with the Commission on or prior to 90 days, or has not been declared again deemed effective by the Commission within 180 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease the termination of the Shelf Registration Period, the per annum interest rate on the Convertible Notes will increase by an additional 25 basis points; provided, however, that the interest rate will not increase by more than 50 basis points pursuant to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreement) for a period of time (including this sentence. For any Suspension Period) which shall exceed 90 days in the aggregate in any 12-month period during which the period beginning per annum interest rate on the Issue Date and ending on the second anniversary Notes is increased pursuant to this paragraph, each holder of restricted Common Stock issued upon conversion of the Issue Date or, if later, Notes shall be entitled to receive liquidated damages from the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option (each such event referred to in clauses Company as follows: (i) and (ii) being referred for every 25 basis points by which such interest rate is increased pursuant to herein as a "Registration Default")this paragraph, the Company will pay such liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which shall accrue at a Registration Default shall have occurred and be continuing is that amount which is rate equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 24.7158 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like); and (ii) constituting Transfer Restricted Securities for any liquidated damages which have accrued pursuant to this paragraph prior to the first 90 days during which a Registration Default has occurred and is continuing and one-half record date relating to any interest payment date shall be payable on such interest payment date to the holders of one percent (50 basis points) per annum per $1,000 principal amount record on such record date. For purposes of Securities and $5.00 per annum per 62.035 the foregoing, restricted Common Stock shall not include any shares of Common Stock which (subject i) may be sold pursuant to adjustment as set forth aboveparagraph (k) constituting Transfer Restricted of Rule 144 (or any successor provision) promulgated by the Commission under the Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages on each Damages Payment Date Act or (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard ii) have been sold pursuant to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may beShelf Registration Statement. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or three periods not to exceed an aggregate of 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence circumstances. The holders of a Suspension Period Convertible Notes will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company be entitled to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained additional interest as set forth in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy preceding paragraph solely because of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officersuch suspension.

Registration Agreement. The holder Company agrees that if, on or before June 30, 1998, it has not provided Ramsbottom with the opportunity to register and sell his interest in the shares of this Senior Convertible Note is entitled Common Stock underlying the Stock Option, it will upon his written request use all reasonable commercial efforts promptly to register the shares of Common Stock underlying his interest in the Stock Option for resale under the Securities Act of 1933, as amended, on Form S-3 or a similar "short-form." This agreement by the Company shall relate solely to the benefits registration for resale of such shares in market or privately negotiated transactions, shall not be used in connection with an underwriting, and shall be conditioned on the eligibility of the Company to use Form S-3 or a similar "short-form." The procedures for registration provided in the Registration Rights Agreement, dated as of March 531, 20021994, between the Company and the Initial Purchasers as amended (the "Registration Rights Agreement"), shall apply generally except that the Company shall have no obligation to provide accountants' comfort letters, legal opinions or other documentation to the selling stockholder that is customarily provided in connection with underwritten offerings. Pursuant The Company and Ramsbottom acknowledge that the grant of registration rights under this Section 4(c) may require the consent of other parties to the Registration Agreement Rights Agreement, depending on when exercised, that these rights are subordinate to the Registration Rights Agreement, and that the Company has agreed for and Ramsbottom will use commercially reasonable efforts to obtain any necessary consents. The June 30, 1998 date provided above shall be accelerated if the benefit sale by Ramsbottom of his interest in the Stock Option is necessary to facilitate his repayment of the holders Notes or to satisfy other significant personal financial needs. In such event, however, the Board of Directors may defer the initial filing of the Senior Convertible Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Notes, that (i) it will, at its cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect for up to resales of the Senior Convertible Notes and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause 45-days if it reasonably deems such Shelf Registration Statement deferral to be declared effective by in the Commission under the Securities Act within 180 days after the Issue Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option, (b) the date on which all of the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof may be sold to persons who are not "affiliates" (as defined in Rule 144) interests of the Company pursuant and its stockholders, such determination to paragraph (k) be made in a written resolution; provided, however, that if the election of Rule 144 (or any successor provision) promulgated such deferal by the Commission under Company materially impedes the Securities Actrepayment by Ramsbottom of the Notes, (c) then the date as repayment of which the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (d) the date as of which all the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which shall be appropriately deferred until the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement). If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf satisfies its registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreement) for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officerhereunder.

Registration Agreement. The holder Parent shall, no later than 20 days after the execution of this Senior Convertible Note is entitled to the benefits of a Registration Agreement, dated March 5, 2002, between the Company file a registration statement and the Initial Purchasers related prospectus (the "Registration AgreementStatement"). Pursuant to ) under the Registration Agreement Securities Act of 1933, as amended (the Company has agreed "Securities Act") for the benefit sale by IFC and Telecapital of the holders of the Senior Convertible Notes and the Common Stock to be issued pursuant to Section 2.2, at the Parent's sole cost and issuable upon conversion expense. The Registration Statement shall comply as to form in all material respects with applicable rules of the Senior Convertible NotesSEC providing for offers and sales by Sellers of the Common Stock. The Parent shall use its commercially reasonable efforts to cause the Registration Statement to be effective on the Closing Date, that and to remain effective thereafter until the earlier of (i) it will, at its cost, within 90 days after the Issue Date, file a shelf registration statement (sale by the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales recipients thereof of the Senior Convertible Notes and the all such shares of Common Stock issuable upon conversion thereof, or (ii) the Company will use its reasonable best efforts to cause time when all such Shelf Registration Statement shares of Common Stock are eligible to be declared effective by the Commission under the Securities Act within 180 days after the Issue Date and sold (iiix) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option, (b) the date on which all of the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof may be sold to persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph subparagraph (k) of Rule 144 promulgated under the Securities Act or (y) in a single transaction pursuant to Rule 144, or any successor provision) promulgated thereto. The parties stipulate and agree that the registration of the Common Stock to be issued pursuant to Section 2.2 is intended to provide Sellers with flexibility in liquidating their investment in the Common Stock and does not evidence any present intention to dispose of such investment. Parent shall provide the Sellers a reasonable number of copies of the final prospectus and any amendments or supplements thereto. The Parent shall register or qualify the Common Stock for sale under all applicable state securities laws. The Registration Statement and the rights of each Seller under this Section 6.8 shall also apply to Common Stock to be sold by the Commission direct or indirect partners or members of either Seller who receive Common Stock in connection with a distribution by a Seller to its partners or members or a distribution by such partner or member to its partners or members provided that such distributee is an "Accredited Investor" within the meaning of Regulation D promulgated under the Securities Act, (c) . Within 10 days after the date as of which the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (d) the date as of which all the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement). If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreement) for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary execution of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration this Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of parties shall execute and deliver a Registration Default or otherwise limit Rights Agreement incorporating the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of this Section 6.8, containing customary indemnification and contribution provisions and other customary terms consistent with the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy provisions of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officerthis Section 6.8.

Registration Agreement. The holder of this Senior Convertible Note is entitled to the benefits of a Registration Agreement, dated March 5August 15, 20022001, between the Company Company, the Guarantor and the Initial Purchasers (the "Registration Agreement")Purchasers. Pursuant to the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Notes and the Common Stock Shares issued and issuable upon conversion of the Senior Convertible Notes, that (i) it they will, at its their cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") Statement with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes (and the related Guarantee) and the Common Stock Shares issuable upon conversion thereofof the Convertible Notes, (ii) the Company and the Guarantor will use its their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 days after the Issue Date and (iii) the Company and the Guarantor will use its their reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option, (b) the date on which all of the Senior Convertible Notes and or the Common Stock issued or Shares issuable upon conversion thereof of the Convertible Notes may be sold to persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (c) the date as of which all the Senior Convertible Notes and or the Common Stock issued or Shares issuable upon conversion thereof of the Convertible Notes either have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (d) the date as of which all the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the such Shelf Registration Statement (as defined in the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement)Statement. If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 days, days after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period (as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreementbelow)) for a period of time (including any Suspension Period) which shall exceed 90 consecutive days in the or an aggregate of 120 days in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages Additional Interest ("Liquidated DamagesAdditional Interest") to each holder of Convertible Notes constituting Transfer Restricted Securities which has complied with its obligations under the Registration Agreement, provided that a failure of the Shelf Registration Statement to be declared effective within the required 180 day period shall not constitute a Registration Default if such failure arises from a delay in effectiveness based upon the advice of legal counsel to the Company and legal counsel to the Initial Purchasers, unless such failure shall continue after the first anniversary of the issue date. The amount of Liquidated Damages Additional Interest payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) Convertible Notes constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 shares of Common Stock (subject to adjustment as set forth above) Convertible Notes constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages Additional Interest by wire transfer of immediately available funds or by check on each Damages Additional Interest Payment Date (as defined in the Registration Agreement), and Liquidated Damages Additional Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages Additional Interest will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officer.

Registration Agreement. The holder of this Senior Convertible Note is entitled to the benefits of a Registration Agreement, dated March 5December 10, 20021997, between the Company and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Notes and the Common Stock issued and issuable upon conversion of the Senior Convertible Notes, that (i) it will, at its cost, within 90 120 days after the Issue Dateclosing of the sale of the Convertible Notes (the "Closing"), file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause ensure that within 180 days after the Closing, such Shelf Registration Statement to shall be declared effective by the Commission under the Securities Act within 180 days after the Issue Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Date or, if later, the second anniversary date of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' optionClosing, (b) the date on which all of the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof may be sold to persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, Act and (c) the date as of which all the Senior Convertible Notes and or the Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (d) the date as of which all the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the such Shelf Registration Statement (as defined in the "Shelf Registration AgreementPeriod"). Not less than 30 calendar days prior If the Company fails to comply with clause (i) above then, at such time, the per annum interest rate on the Convertible Notes will increase by 25 basis points. Such increase will remain in effect until the date on which the Company intends in good faith to have the such Shelf Registration Statement declared effectiveis filed, on which date the Company shall mail interest rate on the Notice and Questionnaire (as defined in the Registration Agreement) Convertible Notes will revert to the holders of Transfer Restricted Securities (as defined interest rate originally borne by the Convertible Notes plus any increase in such interest rate pursuant to the Registration Agreement)following sentence. If the Shelf Registration Statement is not declared effective as provided in clause (ii) above, then, at such time and on each date that would have been the successive 30th day following such time, the per annum interest rate on the Convertible Notes (which interest rate will be the original interest rate on the Convertible Notes plus any increase or increases in such interest rate pursuant to the preceding sentence and this sentence) will increase by an additional 25 basis points; provided that the interest rate will not increase by more than 50 basis points pursuant to this sentence and will not increase by more than 75 basis points pursuant to this sentence and the preceding sentence. Such increase or increases will remain in effect until the date on which such Shelf Registration Statement is declared effective, on which date the interest rate on the Convertible Notes will revert to the interest rate originally borne by the Convertible Notes. Pursuant to clause (iii) above, however, if the Company fails to keep the Shelf Registration Statement continuously effective for the period specified above, then at such time as the Shelf Registration Statement is no longer effective and on each date thereafter that is the successive 30th day subsequent to such time and until the earlier of (i) the date that the Shelf Registration Statement is not filed with the Commission on or prior to 90 days, or has not been declared again deemed effective by the Commission within 180 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (includingthe termination of the Shelf Registration Period, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreement) for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any 12-month period during the period beginning per annum interest rate on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (increase by an additional 25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 shares of Common Stock (subject to adjustment from time to time in ; provided, however, that the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (interest rate will not increase by more than 50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 shares of Common Stock (subject points pursuant to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may bethis sentence. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or three periods not to exceed an aggregate of 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence circumstances. The holders of a Suspension Period Convertible Notes will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company be entitled to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained additional interest as set forth in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy preceding paragraph solely because of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officersuch suspension.

Registration Agreement. The holder of this Senior Convertible Note Security is entitled to the benefits of a Registration Agreement, dated March 5January 20, 20022000, between the Company and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement the Company has agreed for the benefit of the holders of the Senior Convertible Notes Securities and the Common Stock issued and issuable upon conversion of the Senior Convertible NotesSecurities, that (i) it will, at its cost, within 90 days after the Issue Closing Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Senior Convertible Notes Securities and the Common Stock issuable upon conversion thereof, (ii) the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 180 days after the Issue Closing Date and (iii) the Company will use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (a) the second anniversary of the Issue Closing Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes Securities are issued upon exercise of the Initial Purchasers' over-allotment option, (b) the date on which all of the Senior Convertible Notes and Securities or the Common Stock issued or issuable upon conversion thereof may be sold to persons Persons who are not "affiliates" (as defined in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, (c) the date as of which the Senior Convertible Notes and Securities or the Common Stock issued or issuable upon conversion thereof have been (A) transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (dB) the date as of which all the Senior Convertible Notes and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the such Shelf Registration Statement (as defined in any such case, such period being called the Registration Agreement). Not less than 30 calendar days prior to the date on which the Company intends in good faith to have the "Shelf Registration Statement declared effective, the Company shall mail the Notice and Questionnaire (as defined in the Registration Agreement) to the holders of Transfer Restricted Securities (as defined in the Registration Agreement). If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 180 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined in the Registration Agreement) for a period of time (including any Suspension Period) which shall exceed 90 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the Issue Date or, if later, the second anniversary of the last date on which any Senior Convertible Notes are issued upon exercise of the Initial Purchasers' option (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages ("Liquidated Damages") to each holder of Transfer Restricted Securities which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 62.035 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 62.035 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. The Company will pay all accrued Liquidated Damages on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee written notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Senior Convertible Notes and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such commencement or termination has occurred, as the case may be. Pursuant to the Registration Agreement, the Company may suspend the use of the prospectus which is a part of the Shelf Registration Statement for a period not to exceed either 30 days in any three-month period or 90 days in the aggregate during any twelve-month period under certain circumstances (each, a "Suspension Period"); provided that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The above description of certain provisions of the Registration Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Agreement. The Company will furnish to any holder upon written request and without charge a copy of the Indenture and the Registration Agreement. Requests may be made to: The Gap, Inc., Two Folsom Street, San Francisco, California 94105, Attention: Chief Financial Officer.