Gap Inc.CODE OF BUSINESS CONDUCTDoing the Right ThingTABLE OF CONTENTSAbout the Code of Business Conduct Company Information and AssetsPurpose 4 Confidentiality 12Your Responsibilities 4 Confidentiality of Personal Data 12Applicable Laws 4 Insider Trading 12Obtaining Additional Information 5 Media Inquiries 13Reporting Code Violations 5 Accuracy of Company Records andNo Retaliation 5 Integrity in Reports & Communications 13Policy Changes 5 No Improper Influence on Audits 13Waivers 5 Commercial Transactions 14Protecting the Brand 14Conflicts of Interest Company Property 14General 6 Political Contributions and ActivitiesGifts & Entertainment 6Doing Business with Spouses, Relatives or Friends 7 Company Contributions 15Fraternization 8 Personal Contributions 15Outside Employment 8 Lobbying 15Outside Service as a Director or Officer 8Legal ComplianceZero Means Zero: 8No Discrimination or Harassment CODE HOTLINEComplaint Procedures 9To Report Suspected Violations of the CodeFor callers from the U.S., Canadaand Puerto Rico:1-866-GAP-CODE (toll-free)For international callers:1-770-582-5221 (operator–assisted free call)Accommodations for Disabilities 9Workplace Violence 9Labor Laws and Record Keeping 9Alcohol & Drugs 10Complaints to Government Agencies 10Government Proceedings & Requests for Information 10International Trade Regulations 10Antiboycott Policy 10Bribes and Improper Payments 11Antitrust Laws & Selling Practices 11The Code Hotline is staffed by a live operator from an outside company, 24 hours a day, seven days a week. Calls may be madeanonymously. You may also Fair Dealing11Product Integrity 11Respecting Intellectual Property Rights11The Environment 11Health & Safety 11CODE OF BUSINESS CONDUCTDOING THE RIGHT THINGGap Inc. was founded in 1969 on the principle of conducting business in a responsible, honest and ethical manner. Today, Gap Inc. remains committed to meeting the highest standards of business conduct. Nothing less will do.We make this commitment to our shareholders, customers, neighbors and each other not only out of legal obligation, but because it’s the right thingto do. Gap Inc.’s success depends on a reputation for integrity and quality in everything we do.We all make an important contribution to the Company’s reputation. As welook to the future, each of us is responsible for helping ensure that we continue to meet the standards that have made Gap Inc. a leader./s/ Paul S. Pressler /s/ Anne B. Gust Paul S. Pressler Anne B. GustPresident and Chief Executive OfficerChief Compliance Officer andGap Inc. Executive Vice PresidentGap Inc.GAP INC. CODE OF BUSINESS CONDUCT (Updated Feb. 1, 2004) 3ABOUT THE CODE OF BUSINESS CONDUCTPURPOSEThe Code of Business Conduct (“Code”) is designed to promote a responsible and ethical work environment for all Gap Inc. employees and directors. The Code contains guidelines on proper behavior in the workplace and whom you should contact if you have specific questions or concerns. The Code applies to all Gap Inc. employees and directors.References in the Code to Gap Inc. or the Company are generally intended to mean Gap Inc. and its subsidiaries as a group.YOUR RESPONSIBILITIESIn doing your job, you are responsible for abiding by Gap Inc. policies and all local and national laws in all countries in which the Company does business. You are responsible for knowing and following the laws and policies that relate to your job, including the policies in the Code and all other Company policies, including but not limited to Policy and Procedure manuals, Employee Handbooks, Human Resource manuals, etc. Violating these policies may result in corrective action up to and including termination of employment, recovery of damages and filing of criminal charges. However, most problems can be easily avoided by simply using good judgment and seeking guidance when questions arise. It is your responsibility to raise questions, make appropriate disclosures and bring potential problems to the Company’s attention.Questions to Ask Ourselves:• Is this the right thing to do?• Is this legal?• Is this permitted under our Code of Business Conduct?• Would I want to see this reported in the media?If the answer to any of these questions is NO, you should discuss the situation with your supervisor, the Human Resources department or the Corporate Compliance & Governance department immediately.Supervisors at the manager level and above are responsible for reviewing the Code with their employees and preventing, detecting and responding to compliance problems by:• Leading with integrity;• Encouraging employees to raise questions and concerns;• Providing education and counseling to employees;• Initiating periodic compliance reviews with employees; and• Taking prompt and effective action where appropriate.APPLICABLE LAWSIf the Code or the Company requires you to take an action or prohibits you from taking action that you believe is in violation of a law, or if you believe there is a conflict between the applicable laws of two or more jurisdictions, please call the Code Hotline.The Company acknowledges that there are differences in local laws and practices between countries. In some instances, the Code establishes policies and/or requirements that would not otherwise be required in some countries. In keeping with the Company’s commitment to meet the highest standards of business conductwherever we do business, all employees must comply with all aspects of the Code, even if it is not required by local laws. Conversely, there may be laws in certain countries which may not specifically apply outside of those countries, and therefore,are not specifically addressed in the Code. Such laws would be addressed in Company documents such as, but not limited to, Employee Handbooks, Policy and Procedure manuals, and Human Resource manuals. You are responsible for knowing and following all such laws and policies that relate to your job.Throughout this Code, references to “applicable laws” includes any law, rule or regulation applicable to the Company or its employees or directors.4 GAP INC. CODE OF BUSINESS CONDUCT (Updated Feb. 1, 2004)OBTAINING ADDITIONAL INFORMATIONIf you have questions about the policies outlined in the Code or would like additionalinformation, talk to your supervisor or refer to Gap’s Open Door Policy. You can also contact the Human Resources department or the Corporate Compliance & Governance department.REPORTING CODE
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