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                                                                     Exhibit 4.2

                                  The Gap, Inc.

                                  $200,000,000
                        8.15% Notes due December 15, 2005
                                  $500,000,000
                        8.80% Notes due December 15, 2008
                                    _________

                   Exchange and Registration Rights Agreement
                   ------------------------------------------

                                                               November 21, 2001
Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
HSBC Securities (USA) Inc.
Fleet Securities, Inc.
Mizuho International plc
Scotia Capital (USA) Inc.
US Bancorp Piper Jaffray Inc.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

       The Gap, Inc., a Delaware corporation (the "Company"), proposes to issue
and sell to the Purchasers (as defined herein) upon the terms set forth in the
Purchase Agreement (as defined herein) its 8.15% Notes due December 15, 2005
(the "2005 Notes") and its 8.80% Notes due December 15, 2008 (the "2008 Notes").
As an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:

       1.   Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

       "Additional Interest" shall have the meaning assigned thereto in Section
    2(c).

       "Base Interest" with respect to the Securities shall mean the interest
    (as such interest may be adjusted pursuant to the terms of the indenture
    from time to time as a result of a downgrade of the credit ratings ascribed
    to the Securities) that would otherwise accrue on the 2005 Notes and the
    2008 Notes in each case under the terms of such series of Securities and the
    Indenture, without giving effect to the provisions of this Agreement.



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       The term "broker-dealer" shall mean any broker or dealer registered with
    the Commission under the Exchange Act.

       "Closing Date" shall mean the date on which the Securities are initially
    issued.

       "Commission" shall mean the United States Securities and Exchange
    Commission, or any other federal agency at the time administering the
    Exchange Act or the Securities Act, whichever is the relevant statute for
    the particular purpose.

       "Effective Time," in the case of (i) an Exchange Registration, shall mean
    the time and date as of which the Commission declares the Exchange
    Registration Statement effective or as of which the Exchange Registration
    Statement otherwise becomes effective and (ii) a Shelf Registration, shall
    mean the time and date as of which the Commission declares the Shelf
    Registration Statement effective or as of which the Shelf Registration
    Statement otherwise becomes effective.

       "Electing Holder" shall mean any holder of Registrable Securities that
    has returned a completed and signed Notice and Questionnaire to the Company
    in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

       "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
    successor thereto, as the same shall be amended from time to time.

       "Exchange Offer" shall have the meaning assigned thereto in Section 2(a)
    hereof.

       "Exchange Registration" shall have the meaning assigned thereto in
    Section 3(c) hereof.

       "Exchange Registration Statement" shall have the meaning assigned thereto
    in Section 2(a) hereof.

       "Exchange Securities" shall have the meaning assigned thereto in Section
    2(a) hereof.

       The term "holder" shall mean each of the Purchasers and other persons who
    acquire Registrable Securities from time to time (including any successors
    or assigns), in each case for so long as such person owns any Registrable
    Securities, and such term shall include any person that has a beneficial
    interest in any Registrable Securities in book-entry form.

       "Indenture" shall mean the Indenture, dated as of November , 2001 between
    the Company and The Bank of New York, as Trustee, as the same shall be
    amended from time to time.

       "Notice and Questionnaire" means a Notice of Registration Statement and
    Selling Securityholder Questionnaire substantially in the form of Exhibit A
    hereto.

       The term "person" shall mean a corporation, association, partnership,
    organization, business, individual, government or political subdivision
    thereof or governmental agency.

       "Purchase Agreement" shall mean the Purchase Agreement, dated as of
    November 16, 2001 between the Purchasers and the Company relating to the
    Securities.

       "Purchasers" shall mean the Purchasers named in Schedule I to the
    Purchase Agreement.

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       "Registrable Securities" shall mean the Securities; provided, however,
    that a Security shall cease to be a Registrable Security when (i) in the
    circumstances contemplated by Section 2(a) hereof, the Security has been
    exchanged for an Exchange Security in an Exchange Offer as contemplated in
    Section 2(a) hereof (provided that any Exchange Security that, pursuant to
    the last two sentences of Section 2(a), is included in a prospectus for use
    in connection with resales by broker-dealers shall be deemed to be a
    Registrable Security with respect to Sections 5, 6 and 9 until resale of
    such Registrable Security has been effected within the 180-day period
    referred to in Section 2(a)); (ii) in the circumstances contemplated by
    Section 2(b) hereof, a Shelf Registration Statement registering such
    Security under the Securities Act has been declared or becomes effective and
    such Security has been sold or otherwise transferred by the holder thereof
    pursuant to and in a manner contemplated by such effective Shelf
    Registration Statement; (iii) such Security is sold pursuant to Rule 144
    under circumstances in which any legend borne by such Security relating to
    restrictions on transferability thereof, under the Securities Act or
    otherwise, is removed by the Company or pursuant to the Indenture; (iv) such
    Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or
    (v) such Security shall cease to be outstanding.

       "Registration Default" shall have the meaning assigned thereto in Section
    2(c) hereof.

       "Registration Expenses" shall have the meaning assigned thereto in
    Section 4 hereof.

       "Resale Period" shall have the meaning assigned thereto in Section 2(a)
    hereof.

       "Restricted Holder" shall mean (i) a holder that is an affiliate of the
    Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
    Securities outside the ordinary course of such holder's business, (iii) a
    holder who has arrangements or understandings with any person to participate
    in the Exchange Offer for the purpose of distributing Exchange Securities
    and (iv) a holder that is a broker-dealer, but only with respect to Exchange
    Securities received by such broker-dealer pursuant to an Exchange Offer in
    exchange for Registrable Securities acquired by the broker-dealer directly
    from the Company.

       "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such rule
    promulgated under the Securities Act (or any successor provision), as the
    same shall be amended from time to time.

       "Securities" shall mean, collectively, the 2005 Notes and the 2008 Notes
    of the Company to be issued and sold to the Purchasers, and securities
    issued in exchange therefor or in lieu thereof pursuant to the Indenture.

       "Securities Act" shall mean the Securities Act of 1933, or any successor
    thereto, as the same shall be amended from time to time.

       "Shelf Registration" shall have the meaning assigned thereto in Section
    2(b) hereof.

       "Shelf Registration Statement" shall have the meaning assigned thereto in
    Section 2(b) hereof.

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       "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any
    successor thereto, and the rules, regulations and forms promulgated
    thereunder, all as the same shall be amended from time to time.

       Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

           2. Registration Under the Securities Act.

       (a) Except as set forth in Section 2(b) below, the Company agrees to file
    under the Securities Act, as soon as practicable, but no later than 90 days
    after the Closing Date, a registration statement relating to an offer to
    exchange (such registration statement, the "Exchange Registration
    Statement", and such offer, the "Exchange Offer") any and all of the 2005
    Notes and the 2008 Notes, in each case for a like aggregate principal amount
    of debt securities issued by the Company, which debt securities are
    substantially identical to the 2005 Notes and the 2008 Notes, respectively
    (and are entitled to the benefits of a trust indenture which is
    substantially identical to the Indenture or is the Indenture and which has
    been qualified under the Trust Indenture Act), except that they have been
    registered pursuant to an effective registration statement under the
    Securities Act and do not contain provisions for the Additional Interest
    contemplated in Section 2(c) below (such new debt securities hereinafter
    called "Exchange Securities"). The Company agrees to use its best efforts to
    cause the Exchange Registration Statement to become effective under the
    Securities Act as soon as practicable, but no later than 180 days after the
    Closing Date. The Exchange Offer will be registered under the Securities Act
    on the appropriate form and will comply with all applicable tender offer
    rules and regulations under the Exchange Act. The Company further agrees to
    use its reasonable best efforts to commence and complete the Exchange Offer
    promptly, but no later than 45 days after such registration statement has
    become effective, hold the Exchange Offer open for at least 30 days and
    exchange the applicable Exchange Securities for all Registrable Securities
    that have been properly tendered and not withdrawn on or prior to the
    expiration of the Exchange Offer. The Exchange Offer will be deemed to have
    been "completed" with respect to a series of Securities only if the debt
    securities received by holders other than Restricted Holders in the Exchange
    Offer for Registrable Securities of such series are, upon receipt,
    transferable by each such holder without restriction under the Securities
    Act and the Exchange Act and without material restrictions under the blue
    sky or securities laws of a substantial majority of the States of the United
    States of America. The Exchange Offer shall be deemed to have been completed
    with respect to a series of Securities upon the earlier to occur of (i) the
    Company having exchanged the Exchange Securities for all outstanding
    Registrable Securities of such series pursuant to the Exchange Offer and
    (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange
    Securities of the appropriate series for all Registrable Securities of such
    series that have been properly tendered and not withdrawn before the
    expiration of the Exchange Offer, which shall be on a date that is at least
    30 days following the commencement of the Exchange Offer. The Company shall
    (x) include in the Exchange Registration Statement a prospectus for use in
    any resales by any holder of Exchange Securities that is a broker-dealer and
    (y) keep such Exchange Registration Statement effective for a period (the
    "Resale Period") beginning when Exchange Securities are first issued in the
    Exchange Offer and ending upon the earlier of

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    the expiration of the 180th day after the Exchange Offer has been
    completed or such time as such broker-dealers no longer own any Registrable
    Securities. With respect to such Exchange Registration Statement, such
    holders shall have the benefit of the rights of indemnification and
    contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

       (b) If (i) on or prior to the time the Exchange Offer is completed,
    existing Commission interpretations are changed such that the debt
    securities received by holders other than Restricted Holders in the Exchange
    Offer for Registrable Securities of a series are not or would not be, upon
    receipt, transferable by each such holder without restriction under the
    Securities Act, (ii) the Exchange Offer has not been completed within 225
    days following the Closing Date or (iii) the Exchange Offer is not available
    to any holder of the Securities of a series, the Company shall, in lieu of
    (or, in the case of clause (iii), in addition to) conducting the Exchange
    Offer contemplated by Section 2(a), file under the Securities Act as soon as
    practicable, but no later than the later of 30 days after the time such
    obligation to file arises, a "shelf" registration statement providing for
    the registration of, and the sale on a continuous or delayed basis by the
    holders of, all of the Registrable Securities of such series, pursuant to
    Rule 415 or any similar rule that may be adopted by the Commission (such
    filing, the "Shelf Registration" and such registration statement, the "Shelf
    Registration Statement"). The Company agrees to use its reasonable best
    efforts (x) to cause the Shelf Registration Statement to become or be
    declared effective no later than 120 days after such Shelf Registration
    Statement is filed and to keep such Shelf Registration Statement
    continuously effective for a period ending on the earlier of the second
    anniversary of the date the Securities are issued or such time as there are
    no longer any Registrable Securities outstanding; provided, however, that no
    holder shall be entitled to be named as a selling securityholder in the
    Shelf Registration Statement or to use the prospectus forming a part thereof
    for resales of Registrable Securities unless such holder is an Electing
    Holder, and (y) after the Effective Time of the Shelf Registration
    Statement, promptly upon the request of any holder of Registrable Securities
    that is not then an Electing Holder, to take any action reasonably necessary
    to enable such holder to use the prospectus forming a part thereof for
    resales of Registrable Securities, including, without limitation, any action
    necessary to identify such holder as a selling securityholder in the Shelf
    Registration Statement; provided, however, that nothing in this Clause (y)
    shall relieve any such holder of the obligation to return a completed and
    signed Notice and Questionnaire to the Company in accordance with Section
    3(d)(iii) hereof. The Company further agrees to supplement or make
    amendments to the Shelf Registration Statement, as and when required by the
    rules, regulations or instructions applicable to the registration form used
    by the Company for such Shelf Registration Statement or by the Securities
    Act or rules and regulations thereunder for shelf registration, and the
    Company agrees to furnish to each Electing Holder copies of any such
    supplement or amendment prior to its being used or promptly following its
    filing with the Commission.

       (c) In the event that (i) the Company has not filed the Exchange
    Registration Statement or Shelf Registration Statement with respect to a
    series of Securities on or before the date on which such registration
    statement is required to be filed pursuant to Section 2(a) or 2(b),
    respectively, or (ii) such Exchange Registration Statement or Shelf
    Registration Statement with respect to a series of Securities has not become
    effective or been declared effective by the Commission on or before the date
    on which such registration statement is required to become or be declared
    effective pursuant to Section 2(a) or 2(b), respectively, (iii) the Exchange
    Offer has not been completed with respect to a series of Securities within
    45 days after the initial effective date of the Exchange Registration
    Statement relating to the

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    Exchange Offer (if the Exchange Offer is then required to be made), (iv)
    any Exchange Registration Statement or Shelf Registration Statement with
    respect to a series of Securities required by Section 2(a) or 2(b) hereof is
    filed and declared effective but shall thereafter either be withdrawn by the
    Company or shall become subject to an effective stop order issued pursuant
    to Section 8(d) of the Securities Act suspending the effectiveness of such
    registration statement (except as specifically permitted herein) without
    being succeeded immediately by an additional registration statement filed
    and declared effective or (v) the holders of Registrable Securities of a
    series are prevented or restricted by the Company from effecting sales
    pursuant to any Shelf Registration Statement except as expressly permitted
    by Section 2(f) (each such event referred to in clauses (i) through (v), a
    "Registration Default" and each period during which a Registration Default
    has occurred and is continuing, a "Registration Default Period"), then, as
    liquidated damages for such Registration Default, subject to the provisions
    of Section 9(b), additional interest ("Additional Interest"), in addition to
    the Base Interest, shall accrue with respect to such affected series of
    Securities at a per annum rate of 0.25% for the first 90 days of the
    Registration Default Period, at a per annum rate of 0.50% for the second 90
    days of the Registration Default Period, at a per annum rate of 0.75% for
    the third 90 days of the Registration Default Period and at a per annum rate
    of 1.0% thereafter for the remaining portion of the Registration Default
    Period; provided, however, that Additional Interest shall not accrue at a
            --------  -------
    per annum rate in excess of 1% in respect of all Registration Defaults.
    Additional Interest on such Securities shall cease to accrue (A) in the case
    of clause (i) above, upon the filing of the Exchange Registration Statement
    or Shelf Registration Statement, (B) in the case of clause (ii) above, upon
    the effectiveness of the Exchange Registration Statement or Shelf
    Registration Statement, (C) in the case of clause (iii) above, upon the
    completion of the Exchange Offer, (D) in the case of clause (iv) above, upon
    the effectiveness of a new Exchange Registration Statement or Shelf
    Registration Statement succeeding a withdrawn Exchange Registration
    Statement or Shelf Registration Statement or upon the cessation of the stop
    order suspending the effectiveness of such Exchange Registration Statement
    or Shelf Registration Statement, as applicable, (E) in the case of clause
    (v) above, when the holders of Registrable Securities are no longer
    prevented or restricted by the Company from effecting sales pursuant to any
    Shelf Registration Statement and (F) other than with respect to a holder
    that is an affiliate of the Company or a holder that is not otherwise
    eligible to utilize the provisions of Rule 144(k) under the Securities Act,
    upon the expiration of two years (or such shorter period as may be
    prescribed by paragraph (k) of Rule 144) commencing on the Closing Date, in
    each case (A)-(E), subject to the new accrual of Additional Interest upon
    the occurrence of a new Registration Default.

       (d) The Company shall take all actions necessary or advisable to be taken
    by it to ensure that the transactions contemplated herein are effected as so
    contemplated.

       (e) Any reference herein to a registration statement as of any time shall
    be deemed to include any document incorporated, or deemed to be
    incorporated, therein by reference as of such time and any reference herein
    to any post-effective amendment to a registration statement as of any time
    shall be deemed to include any document incorporated, or deemed to be
    incorporated, therein by reference as of such time.

       (f) The Company may suspend the use of the Shelf Registration Statement
    for a period not to exceed 30 days in any 90-day period or an aggregate of
    90 days in any 12-month period if the Board of Directors of the Company
    shall have determined in good faith that because of valid business reasons
    (not including avoidance of the Company's obligations

                                       6

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    hereunder), including the acquisition or divestiture of assets, pending
    corporate developments and similar events, it is in the best interests of
    the Company to suspend such use, and prior to suspending such use the
    Company provides the holders with written notice of such suspension, which
    notice need not specify the nature of the event giving rise to such
    suspension. Each suspension period, with respect to each holder, shall begin
    on the date following the date written notice of such suspension is received
    by such holder (or such later date as shall be marked in the notice) and
    shall end on the earlier of (i) the date such holder receives from the
    Company a written notice that such suspension has been terminated and (ii)
    the 31st calendar day from the date on which the written notice of
    suspension is received by such holder (or such later date as shall be marked
    in the notice).

       3.  Registration Procedures.

       If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b), the following provisions shall apply:

       (a) At or before the Effective Time of the Exchange Offer or the Shelf
    Registration, as the case may be, the Company shall qualify the Indenture
    under the Trust Indenture Act of 1939.

       (b) In the event that such qualification would require the appointment of
    a new trustee under the Indenture, the Company shall appoint a new trustee
    thereunder pursuant to the applicable provisions of the Indenture.

       (c) In connection with the Company's obligations with respect to the
    registration of Exchange Securities as contemplated by Section 2(a) (the
    "Exchange Registration"), if applicable, the Company shall, as soon as
    practicable (or as otherwise specified):

               (i)  prepare and file with the Commission, as soon as practicable
           but no later than 90 days after the Closing Date, an Exchange
           Registration Statement on any form which may be utilized by the
           Company and which shall permit the Exchange Offer and resales of
           Exchange Securities by broker-dealers during the Resale Period to be
           effected as contemplated by Section 2(a), and use its reasonable best
           efforts to cause such Exchange Registration Statement to become
           effective as soon as practicable thereafter, but no later than 180
           days after the Closing Date;

               (ii) as soon as practicable prepare and file with the Commission
           such amendments and supplements to such Exchange Registration
           Statement and the prospectus included therein as may be necessary to
           effect and maintain the effectiveness of such Exchange Registration
           Statement for the periods and purposes contemplated in Section 2(a)
           hereof and as may be required by the applicable rules and regulations
           of the Commission and the instructions applicable to the form of such
           Exchange Registration Statement, and promptly provide each
           broker-dealer holding Exchange Securities with such number of copies
           of the prospectus included therein (as then amended or supplemented),
           in conformity in all material respects with the requirements of the
           Securities Act and the Trust Indenture Act and the rules and
           regulations of the Commission thereunder, as such broker-dealer
           reasonably may request prior to the expiration of the Resale Period,
           for use in connection with resales of Exchange Securities;

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                  (iii) promptly notify each broker-dealer that has requested or
              received copies of the prospectus included in such registration
              statement, and confirm such advice in writing, (A) when such
              Exchange Registration Statement or the prospectus included therein
              or any prospectus amendment or supplement or post-effective
              amendment has been filed, and, with respect to such Exchange
              Registration Statement or any post-effective amendment, when the
              same has become effective, (B) of any comments by the Commission
              and by the blue sky or securities commissioner or regulator of any
              state with respect thereto or any request by the Commission for
              amendments or supplements to such Exchange Registration Statement
              or prospectus or for additional information, (C) of the issuance
              by the Commission of any stop order suspending the effectiveness
              of such Exchange Registration Statement or the initiation or
              threatening of any proceedings for that purpose, (D) if at any
              time the representations and warranties of the Company
              contemplated by Section 5 cease to be true and correct in all
              material respects, (E) of the receipt by the Company of any
              notification with respect to the suspension of the qualification
              of the Exchange Securities for sale in any jurisdiction or the
              initiation or threatening of any proceeding for such purpose, or
              (F) at any time during the Resale Period when a prospectus is
              required to be delivered under the Securities Act, that such
              Exchange Registration Statement, prospectus, prospectus amendment
              or supplement or post-effective amendment does not conform in all
              material respects to the applicable requirements of the Securities
              Act and the Trust Indenture Act and the rules and regulations of
              the Commission thereunder or contains an untrue statement of a
              material fact or omits to state any material fact required to be
              stated therein or necessary to make the statements therein not
              misleading in light of the circumstances then existing;

                  (iv) in the event that the Company would be required, pursuant
              to Section 3(c)(iii)(F) above, to notify any broker-dealers
              holding Exchange Securities, without delay prepare and furnish to
              each such holder a reasonable number of copies of a prospectus
              supplemented or amended so that, as thereafter delivered to
              purchasers of such Exchange Securities during the Resale Period,
              such prospectus shall conform in all material respects to the
              applicable requirements of the Securities Act and the Trust
              Indenture Act and the rules and regulations of the Commission
              thereunder and shall not contain an untrue statement of a material
              fact or omit to state a material fact required to be stated
              therein or necessary to make the statements therein not misleading
              in light of the circumstances then existing;

                  (v) use its best efforts to obtain the withdrawal of any order
              suspending the effectiveness of such Exchange Registration
              Statement or any post-effective amendment thereto at the earliest
              practicable date;

                  (vi) use its best efforts to (A) register or qualify the
              Exchange Securities under the securities laws or blue sky laws of
              such jurisdictions as are contemplated by Section 2(a) no later
              than the commencement of the Exchange Offer, (B) keep such
              registrations or qualifications in effect and comply with such
              laws so as to permit the continuance of offers, sales and dealings
              therein in such jurisdictions until the expiration of the Resale
              Period and (C) take any and all other actions as may be reasonably
              necessary or advisable to enable each broker-dealer holding
              Exchange Securities to consummate the disposition thereof in such
              jurisdictions; provided, however, that the Company shall not be
              required for any such purpose to (1) qualify

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             as a foreign corporation in any jurisdiction wherein it would not
             otherwise be required to qualify but for the requirements of this
             Section 3(c)(vi), (2) consent to general service of process in any
             such jurisdiction, (3) make any changes to its certificate of
             incorporation or by-laws or any agreement between it and its
             stockholders, or (4) subject itself to taxation in any such
             jurisdiction if it is not then so subject;

                (vii)  use its best efforts to obtain the consent or approval of
             each governmental agency or authority, whether federal, state or
             local, which may be required to effect the Exchange Registration,
             the Exchange Offer and the offering and sale of Exchange Securities
             by broker-dealers during the Resale Period;

                (viii) provide a CUSIP number for each series of Exchange
             Securities, not later than the applicable Effective Time;

                (ix)   comply with all applicable rules and regulations of the
             Commission, and make generally available to its securityholders as
             soon as practicable but no later than eighteen months after the
             effective date of such Exchange Registration Statement, an earning
             statement of the Company and its subsidiaries complying with
             Section 11(a) of the Securities Act (including, at the option of
             the Company, Rule 158 thereunder).

         (d)    In connection with the Company's obligations with respect to the
     Shelf Registration, if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

                (i)    prepare and file with the Commission, as soon as
             practicable but in any case within the time periods specified in
             Section 2(b), a Shelf Registration Statement on any form which may
             be utilized by the Company and which shall register all of the
             Registrable Securities of the relevant series for resale by the
             holders thereof in accordance with such method or methods of
             disposition as may be specified by such of the holders as, from
             time to time, may be Electing Holders and use its reasonable best
             efforts to cause such Shelf Registration Statement to become
             effective as soon as practicable but in any case within the time
             periods specified in Section 2(b);

                (ii)   not less than 30 calendar days prior to the Effective
             Time of the Shelf Registration Statement, mail the Notice and
             Questionnaire to the registered holders of Registrable Securities
             of the relevant series (and, so long as Cede & Co., as nominee of
             The Depositary Trust Company ("DTC"), is the registered holder of a
             reasonable number of copies thereof, to the direct participants of
             DTC for delivery to the beneficial owners of such Registrable
             Securities); no holder shall be entitled to be named as a selling
             securityholder in the Shelf Registration Statement as of the
             Effective Time, and no holder shall be entitled to use the
             prospectus forming a part thereof for resales of such Registrable
             Securities at any time, unless such holder has returned a completed
             and signed Notice and Questionnaire to the Company by the deadline
             for response set forth therein; provided, however, holders of
             Registrable Securities shall have at least 28 calendar days from
             the date on which the Notice and Questionnaire is first mailed to
             such holders to return a completed and signed Notice and
             Questionnaire to the Company;

                (iii)  after the Effective Time of the Shelf Registration
             Statement, upon the request of any holder of Registrable Securities
             of the relevant series that is not then

                                       9

<PAGE>

             an Electing Holder, promptly send a Notice and Questionnaire to
             such holder; provided that the Company shall not be required to
             take any action to name such holder as a selling securityholder in
             the Shelf Registration Statement or to enable such holder to use
             the prospectus forming a part thereof for resales of Registrable
             Securities until such holder has returned a completed and signed
             Notice and Questionnaire to the Company;

                (iv)   as soon as practicable prepare and file with the
             Commission such amendments and supplements to such Shelf
             Registration Statement and the prospectus included therein as may
             be necessary to effect and maintain the effectiveness of such Shelf
             Registration Statement for the period specified in Section 2(b)
             hereof and as may be required by the applicable rules and
             regulations of the Commission and the instructions applicable to
             the form of such Shelf Registration Statement, and furnish to the
             Electing Holders copies of any such supplement or amendment
             simultaneously with or prior to its being used or filed with the
             Commission;

                (v)    comply with the provisions of the Securities Act with
             respect to the disposition of all of the Registrable Securities
             covered by such Shelf Registration Statement in accordance with the
             intended methods of disposition by the Electing Holders provided
             for in such Shelf Registration Statement;

                (vi)   provide (A) the Electing Holders, (B) the underwriters
             (which term, for purposes of this Exchange and Registration Rights
             Agreement, shall include a person deemed to be an underwriter
             within the meaning of Section 2(a)(11) of the Securities Act), if
             any, thereof, (C) any sales or placement agent therefor, (D)
             counsel for any such underwriter or agent and (E) not more than one
             counsel for all the Electing Holders the opportunity to participate
             in the preparation of such Shelf Registration Statement, each
             prospectus included therein or filed with the Commission and each
             amendment or supplement thereto;

                (vii)  for a reasonable period prior to the filing of such Shelf
             Registration Statement, and throughout the period specified in
             Section 2(b), make available at reasonable times at the Company's
             principal place of business or such other reasonable place for
             inspection by the persons referred to in Section 3(d)(vi) who shall
             certify to the Company that they have a current intention to sell
             the Registrable Securities to be covered by the Shelf Registration
             pursuant to the Shelf Registration such financial and other
             information and books and records of the Company, and cause the
             officers, employees, counsel and independent certified public
             accountants of the Company to respond to such inquiries, as shall
             be reasonably necessary, in the judgment of the respective counsel
             referred to in such Section, to conduct a reasonable investigation
             within the meaning of Section 11 of the Securities Act; provided,
             however, that each such party shall be required to maintain in
             confidence and not to disclose to any other person any information
             or records reasonably designated by the Company as being
             confidential, until such time as (A) such information becomes a
             matter of public record (whether by virtue of its inclusion in such
             registration statement or otherwise except by reason of a breach by
             such party of its obligation to keep such information in
             confidence), or (B) such person shall be required so to disclose
             such information pursuant to a subpoena or order of any court or
             other governmental agency or body having jurisdiction over the
             matter

                                       10

<PAGE>

             (subject to the requirements of such order, and only after such
             person shall have given the Company prompt prior written notice of
             such requirement), or (C) such information is required to be set
             forth in such Shelf Registration Statement or the prospectus
             included therein or in an amendment to such Shelf Registration
             Statement or an amendment or supplement to such prospectus in order
             that such Shelf Registration Statement, prospectus, amendment or
             supplement, as the case may be, complies with applicable
             requirements of the federal securities laws and the rules and
             regulations of the Commission and does not contain an untrue
             statement of a material fact or omit to state therein a material
             fact required to be stated therein or necessary to make the
             statements therein not misleading in light of the circumstances
             then existing;

                (viii) promptly notify each of the Electing Holders, any sales
             or placement agent therefor and any underwriter thereof (which
             notification may be made through any managing underwriter that is a
             representative of such underwriter for such purpose) and confirm
             such advice in writing, (A) when such Shelf Registration Statement
             or the prospectus included therein or any prospectus amendment or
             supplement or post-effective amendment has been filed, and, with
             respect to such Shelf Registration Statement or any post-effective
             amendment, when the same has become effective, (B) of any comments
             by the Commission and by the blue sky or securities commissioner or
             regulator of any state with respect thereto or any request by the
             Commission for amendments or supplements to such Shelf Registration
             Statement or prospectus or for additional information, (C) of the
             issuance by the Commission of any stop order suspending the
             effectiveness of such Shelf Registration Statement or the
             initiation or threatening of any proceedings for that purpose, (D)
             if at any time the representations and warranties of the Company
             contemplated by Section 3(d)(xvii) or Section 5 cease to be true
             and correct in all material respects, (E) of the receipt by the
             Company of any notification with respect to the suspension of the
             qualification of the Registrable Securities for sale in any
             jurisdiction or the initiation or threatening of any proceeding for
             such purpose, or (F) if at any time when a prospectus is required
             to be delivered under the Securities Act, that such Shelf
             Registration Statement, prospectus, prospectus amendment or
             supplement or post-effective amendment does not conform in all
             material respects to the applicable requirements of the Securities
             Act and the Trust Indenture Act and the rules and regulations of
             the Commission thereunder or contains an untrue statement of a
             material fact or omits to state any material fact required to be
             stated therein or necessary to make the statements therein not
             misleading in light of the circumstances then existing;

                (ix)   use its best efforts to obtain the withdrawal of any
             order suspending the effectiveness of such registration statement
             or any post-effective amendment thereto at the earliest practicable
             date;

                (x)    if requested by any managing underwriter or underwriters,
             any placement or sales agent or any Electing Holder, promptly
             incorporate in a prospectus supplement or post-effective amendment
             such information as is required by the applicable rules and
             regulations of the Commission and as such managing underwriter or
             underwriters, such agent or such Electing Holder specifies should
             be included therein relating to the terms of the sale of such
             Registrable Securities, including information with respect to the
             principal amount of Registrable Securities being sold

                                       11

<PAGE>

             by such Electing Holder or agent or to any underwriters, the name
             and description of such Electing Holder, agent or underwriter, the
             offering price of such Registrable Securities and any discount,
             commission or other compensation payable in respect thereof, the
             purchase price being paid therefor by such underwriters and with
             respect to any other terms of the offering of the Registrable
             Securities to be sold by such Electing Holder or agent or to such
             underwriters; and make all required filings of such prospectus
             supplement or post-effective amendment promptly after notification
             of the matters to be incorporated in such prospectus supplement or
             post-effective amendment;

                (xi)    furnish to each Electing Holder, each placement or sales
             agent, if any, therefor, each underwriter, if any, thereof and the
             respective counsel referred to in Section 3(d)(vi) an executed copy
             (or, in the case of an Electing Holder, a conformed copy) of such
             Shelf Registration Statement, each such amendment and supplement
             thereto (in each case including all exhibits thereto (in the case
             of an Electing Holder of Registrable Securities, upon request) and
             documents incorporated by reference therein) and such number of
             copies of such Shelf Registration Statement (excluding exhibits
             thereto and documents incorporated by reference therein unless
             specifically so requested by such Electing Holder, agent or
             underwriter, as the case may be) and of the prospectus included in
             such Shelf Registration Statement (including each preliminary
             prospectus and any summary prospectus), in conformity in all
             material respects with the applicable requirements of the
             Securities Act and the Trust Indenture Act and the rules and
             regulations of the Commission thereunder, and such other documents,
             as such Electing Holder, agent, if any, and underwriter, if any,
             may reasonably request in order to facilitate the offering and
             disposition of the Registrable Securities included or to be
             included in such Shelf Registration Statement owned by such
             Electing Holder, offered or sold by such agent or underwritten by
             such underwriter and to permit such Electing Holder, agent and
             underwriter to satisfy the prospectus delivery requirements of the
             Securities Act; and the Company hereby consents to the use of such
             prospectus (including such preliminary and summary prospectus) and
             any amendment or supplement thereto by each such Electing Holder
             and by any such agent and underwriter, in each case in the form
             most recently provided to such person by the Company, in connection
             with the offering and sale of the Registrable Securities covered by
             the prospectus (including such preliminary and summary prospectus)
             or any supplement or amendment thereto after the Company has
             provided notice pursuant to Section 3(d)(viii)(F) and for so long
             as such notice is in effect;

                (xii)   use its best efforts to (A) register or qualify the
             Registrable Securities to be included in such Shelf Registration
             Statement under such securities laws or blue sky laws of such
             jurisdictions as any Electing Holder and each placement or sales
             agent, if any, therefor and underwriter, if any, thereof shall
             reasonably request, (B) keep such registrations or qualifications
             in effect and comply with such laws so as to permit the continuance
             of offers, sales and dealings therein in such jurisdictions during
             the period the Shelf Registration is required to remain effective
             under Section 2(b) above and for so long as may be necessary to
             enable any such Electing Holder, agent or underwriter to complete
             its distribution of Securities pursuant to such Shelf Registration
             Statement and (C) take any and all other actions as may be
             reasonably necessary or advisable to enable each such Electing
             Holder, agent, if any, and underwriter, if any, to consummate the
             disposition in such jurisdictions of such

                                       12

<PAGE>

             Registrable Securities; provided, however, that the Company shall
             not be required for any such purpose to (1) qualify as a foreign
             corporation in any jurisdiction wherein it would not otherwise be
             required to qualify but for the requirements of this Section
             3(d)(xii), (2) consent to general service of process in any such
             jurisdiction, (3) make any changes to its certificate of
             incorporation or by-laws or any agreement between it and its
             stockholders, or (4) subject itself to taxation in any such
             jurisdiction if it is not then so subject;

                (xiii) use its best efforts to obtain the consent or approval of
             each governmental agency or authority, whether federal, state or
             local, which may be required to effect the Shelf Registration or
             the offering or sale in connection therewith or to enable the
             selling holder or holders to offer, or to consummate the
             disposition of, their Registrable Securities included or to be
             included in such Shelf Registration Statement;

                (xiv)  unless any Registrable Securities of the relevant series
             shall be in book-entry only form, cooperate with the Electing
             Holders and the managing underwriters, if any, to facilitate the
             timely preparation and delivery of certificates representing
             Registrable Securities to be sold, which certificates, if so
             required by any securities exchange upon which any Registrable
             Securities are listed, shall be penned, lithographed or engraved,
             or produced by any combination of such methods, on steel engraved
             borders, and which certificates shall not bear any restrictive
             legends; and, in the case of an underwritten offering, enable such
             Registrable Securities to be in such denominations and registered
             in such names as the managing underwriters may request at least two
             business days prior to any sale of the Registrable Securities;

                (xv)   provide a CUSIP number for each series of Registrable
             Securities included in such Shelf Registration Statement, not later
             than the applicable Effective Time;

                (xvi)  enter into one or more underwriting agreements,
             engagement letters, agency agreements, "best efforts" underwriting
             agreements or similar agreements, as appropriate, including
             customary provisions relating to indemnification and contribution,
             and take such other actions in connection therewith as any Electing
             Holders aggregating at least 20% in aggregate principal amount of
             the Registrable Securities of the relevant series at the time
             outstanding shall request in order to expedite or facilitate the
             disposition of such Registrable Securities;

                (xvii) if requested by the managing underwriters, placement or
             sales agent, if any, or any Electing Holders of at least 20% in
             aggregate principal amount of the Registrable Securities of the
             relevant series at the time outstanding, whether or not an
             agreement of the type referred to in Section 3(d)(xvi) hereof is
             entered into and whether or not any portion of the offering
             contemplated by the Shelf Registration is an underwritten offering
             or is made through a placement or sales agent or any other entity,
             (A) make such representations and warranties to the Electing
             Holders and the placement or sales agent, if any, therefor and the
             underwriters, if any, thereof in form, substance and scope as are
             customarily made in connection with an offering of debt securities
             pursuant to any appropriate agreement or to a registration
             statement filed on the form applicable to the Shelf Registration;
             (B) obtain an opinion of counsel to the Company in customary form
             and covering such matters, of the type

                                       13

<PAGE>

             customarily covered by such an opinion, as the managing
             underwriters, if any, or as any Electing Holders of at least 20% in
             aggregate principal amount of the Registrable Securities of the
             relevant series at the time outstanding may reasonably request,
             addressed to such Electing Holder or Electing Holders and the
             placement or sales agent, if any, therefor and the underwriters, if
             any, thereof and dated the effective date of such Shelf
             Registration Statement (and if such Shelf Registration Statement
             contemplates an underwritten offering of a part or all of the
             Registrable Securities of such series, dated the date of the
             closing under the underwriting agreement relating thereto) (it
             being agreed that the matters to be covered by such opinion shall
             include the due incorporation and good standing of the Company and
             its subsidiaries; the qualification of the Company and its
             subsidiaries to transact business as foreign corporations; the due
             authorization, execution and delivery of the relevant agreement of
             the type referred to in Section 3(d)(xvi) hereof; the due
             authorization, execution, authentication and issuance, and the
             validity and enforceability, of the Securities of such series; the
             absence of material legal or governmental proceedings involving the
             Company; the absence of a breach by the Company or any of its
             subsidiaries of, or a default under, material agreements binding
             upon the Company or any subsidiary of the Company; the absence of
             governmental approvals required to be obtained in connection with
             the Shelf Registration, the offering and sale of the Registrable
             Securities of such series, this Exchange and Registration Rights
             Agreement or any agreement of the type referred to in Section
             3(d)(xvi) hereof, except such approvals as may be required under
             state securities or blue sky laws; the material compliance as to
             form of such Shelf Registration Statement and any documents
             incorporated by reference therein and of the Indenture with the
             requirements of the Securities Act and the Trust Indenture Act and
             the rules and regulations of the Commission thereunder,
             respectively; and, as of the date of the opinion and of the Shelf
             Registration Statement or most recent post-effective amendment
             thereto, as the case may be, the absence from such Shelf
             Registration Statement and the prospectus included therein, as then
             amended or supplemented, and from the documents incorporated by
             reference therein (in each case other than the financial statements
             and other financial information contained therein) of an untrue
             statement of a material fact or the omission to state therein a
             material fact necessary to make the statements therein not
             misleading (in the case of such documents, in the light of the
             circumstances existing at the time that such documents were filed
             with the Commission under the Exchange Act)); (C) obtain a "cold
             comfort" letter or letters from the independent certified public
             accountants of the Company addressed to the selling Electing
             Holders, the placement or sales agent, if any, therefor or the
             underwriters, if any, thereof, dated (i) the effective date of such
             Shelf Registration Statement and (ii) the effective date of any
             prospectus supplement to the prospectus included in such Shelf
             Registration Statement or post-effective amendment to such Shelf
             Registration Statement which includes unaudited or audited
             financial statements as of a date or for a period subsequent to
             that of the latest such statements included in such prospectus
             (and, if such Shelf Registration Statement contemplates an
             underwritten offering pursuant to any prospectus supplement to the
             prospectus included in such Shelf Registration Statement or
             post-effective amendment to such Shelf Registration Statement which
             includes unaudited or audited financial statements as of a date or
             for a period subsequent to that of the latest such state ments
             included in such prospectus, dated the date of the closing under
             the underwriting agreement relating thereto), such letter or
             letters to be in customary form and covering such matters of the
             type

                                       14

<PAGE>

             customarily covered by letters of such type; (D) deliver such
             documents and certificates, including officers' certificates, as
             may be reasonably requested by any Electing Holders of at least 20%
             in aggregate principal amount of the Registrable Securities of the
             relevant series at the time outstanding or the placement or sales
             agent, if any, therefor and the managing underwriters, if any,
             thereof to evidence the accuracy of the representations and
             warranties made pursuant to clause (A) above or those contained in
             Section 5(a) hereof and the compliance with or satisfaction of any
             agreements or conditions contained in the underwriting agreement or
             other agreement entered into by the Company; and (E) undertake such
             obligations relating to expense reimbursement, indemnification and
             contribution as are provided in Section 6 hereof;

                (xviii) notify in writing each registered holder of Registrable
             Securities (and, so long as Cede & Co., as nominee of DTC, is the
             registered holder, provide a reasonable number of such notices to
             the direct participants and DTC for delivery to the beneficial
             owners of Registrable Securities) of any proposal by the Company to
             amend or waive any provision of this Exchange and Registration
             Rights Agreement pursuant to Section 9(h) hereof and of any
             amendment or waiver effected pursuant thereto, each of which
             notices shall contain the text of the amendment or waiver proposed
             or effected, as the case may be;

                (xix)   in the event that any broker-dealer registered under the
             Exchange Act shall underwrite any Registrable Securities or
             participate as a member of an underwriting syndicate or selling
             group or "assist in the distribution" (within the meaning of the
             Conduct Rules (the "Conduct Rules) of the National Association of
             Securities Dealers, Inc. ("NASD") or any successor thereto, as
             amended from time to time) thereof, whether as a holder of such
             Registrable Securities or as an underwriter, a placement or sales
             agent or a broker or dealer in respect thereof, or otherwise,
             assist such broker-dealer in complying with the requirements of
             such Conduct Rules, including by (A) if such Conduct Rules shall so
             require, engaging a "qualified independent underwriter" (as defined
             in such Conduct Rules) to participate in the preparation of the
             Shelf Registration Statement relating to such Registrable
             Securities, to exercise usual standards of due diligence in respect
             thereto and, if any portion of the offering contemplated by such
             Shelf Registration Statement is an underwritten offering or is made
             through a placement or sales agent, to recommend the yield of such
             Registrable Securities, (B) indemnifying any such qualified
             independent underwriter to the extent of the indemnification of
             underwriters provided in Section 6 hereof (or to such other
             customary extent as may be requested by such underwriter), and (C)
             providing such information to such broker-dealer as may be required
             in order for such broker-dealer to comply with the requirements of
             the Conduct Rules; and

                (xx)    comply with all applicable rules and regulations of the
             Commission, and make generally available to its securityholders as
             soon as practicable but in any event not later than eighteen months
             after the effective date of such Shelf Registration Statement, an
             earning statement of the Company and its subsidiaries complying
             with Section 11(a) of the Securities Act (including, at the option
             of the Company, Rule 158 thereunder).

                                       15

<PAGE>

         (e)   In the event that the Company would be required, pursuant to
     Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement
     or sales agent, if any, therefor and the managing underwriters, if any,
     thereof, the Company shall without delay prepare and furnish to each of the
     Electing Holders, to each placement or sales agent, if any, and to each
     such underwriter, if any, a reasonable number of copies of a prospectus
     supplemented or amended so that, as thereafter delivered to purchasers of
     Registrable Securities, such prospectus shall conform in all material
     respects to the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder
     and shall not contain an untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances then
     existing. Each Electing Holder agrees that upon receipt of any notice from
     the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
     shall forthwith discontinue the disposition of Registrable Securities
     pursuant to the Shelf Registration Statement applicable to such Registrable
     Securities until such Electing Holder shall have received copies of such
     amended or supplemented prospectus, and if so directed by the Company, such
     Electing Holder shall deliver to the Company (at the Company's expense) all
     copies, other than permanent file copies, then in such Electing Holder's
     possession of the prospectus covering such Registrable Securities at the
     time of receipt of such notice.

         (f)   In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     Questionnaire, the Company may require such Electing Holder to furnish to
     the Company such additional information regarding such Electing Holder and
     such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such Electing Holder to the Company or of the occurrence of any event in
     either case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Company any additional information required to correct and
     update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing.

         (g)   Until the expiration of two years after the Closing Date, the
     Company will not, and will not permit any of its "affiliates" (as defined
     in Rule 144) to, resell any of the Securities that have been reacquired by
     any of them except pursuant to an effective registration statement under
     the Securities Act.

         4.    Registration Expenses.

         The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review

                                       16

<PAGE>

fees and expenses including fees and disbursements of one counsel for all the
placement or sales agents or underwriters in connection with such registration,
filing and review, (b) all fees and expenses in connection with the
qualification of the Securities for offering and sale under the State securities
and blue sky laws referred to in Section 3(d)(xii) hereof and determination of
their eligibility for investment under the laws of such jurisdictions as any
managing underwriters or the Electing Holders may designate, including
reasonable fees and disbursements of one counsel for all the Electing Holders or
underwriters in connection with such qualification and determination, (c) all
expenses relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder, each
prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) reasonable fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel
for the Electing Holders retained in connection with a Shelf Registration, as
selected by the Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities held by Electing Holders (which counsel
shall be reasonably satisfactory to the Company), (j) any fees charged by
securities rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor. Notwithstanding the foregoing, the holders
of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

          5.    Representations and Warranties.

          The Company represents and warrants to, and agrees with, each
Purchaser and each of the holders from time to time of Registrable Securities
that:

          (a)   Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable

                                       17

<PAGE>

     Securities, at the time of the closing under the underwriting agreement
     relating thereto, will conform in all material respects to the requirements
     of the Securities Act and the Trust Indenture Act and the rules and
     regulations of the Commission thereunder and will not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, as then amended or supplemented,
     will conform in all material respects to the requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the
     Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances then existing; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

          (b)   Any documents incorporated by reference in any prospectus
     referred to in Section 5(a) hereof, when they become or became effective or
     are or were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

          (c)   The compliance by the Company with all of the provisions of this
     Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated will not conflict with or result in a
     breach of any of the terms or provisions of, or constitute a default under,
     any indenture, mortgage, deed of trust, loan agreement or other agreement
     or instrument to which the Company or any subsidiary of the Company is a
     party or by which the Company or any subsidiary of the Company is bound or
     to which any of the property or assets of the Company or any subsidiary of
     the Company is subject which conflict breach or violation would have a
     material adverse effect on the current or future consolidated financial
     position, stockholders' equity or results of operations of the Company and
     its subsidiaries, taken as a whole, or impair the validity of this Exchange
     and Registration Rights Agreement or the rights of the Purchasers or
     holders of Registrable Securities hereunder, nor will such action result in
     any violation of the provisions of the certificate of incorporation, as
     amended, or the by-laws of the Company or any statute or any order, rule or
     regulation of any court or governmental agency or body having jurisdiction
     over the Company or any subsidiary of the Company or any of their
     properties; and no consent, approval, authorization, order, registration or
     qualification of or with any such court or governmental agency or body is
     required for the consummation by the Company of the transactions
     contemplated by this Exchange and Registration Rights Agreement, except the
     registration under the Securities Act of the Securities, qualification of
     the Indenture under

                                       18

<PAGE>

     the Trust Indenture Act and such consents, approvals, authorizations,
     registrations or qualifications as may be required under State securities
     or blue sky laws in connection with the offering and distribution of the
     Securities.

          (d)   This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company.

          6.    Indemnification.

          (a)   Indemnification by the Company. The Company will indemnify and
     hold harmless each of the holders of Registrable Securities included in an
     Exchange Registration Statement, each of the Electing Holders of
     Registrable Securities included in a Shelf Registration Statement and each
     person who participates as a placement or sales agent or as an underwriter
     in any offering or sale of such Registrable Securities against any losses,
     claims, damages or liabilities, joint or several, to which such holder,
     agent or underwriter may become subject under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in any
     Exchange Registration Statement or Shelf Registration Statement, as the
     case may be, under which such Registrable Securities were registered under
     the Securities Act, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to any such holder, Electing
     Holder, agent or underwriter, or any amendment or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading, and will reimburse such holder, such
     Electing Holder, such agent and such underwriter for any legal or other
     expenses reasonably incurred by them in connection with investigating or
     defending any such action or claim as such expenses are incurred; provided,
     however, that the Company shall not be liable to any such person in any
     such case to the extent that any such loss, claim, damage or liability
     arises out of or is based upon an untrue statement or alleged untrue
     statement or omission or alleged omission made in such registration
     statement, or preliminary, final or summary prospectus, or amendment or
     supplement thereto, in reliance upon and in conformity with written
     information furnished to the Company by such person expressly for use
     therein; provided, further, that the Company shall not be liable to any
     holder, Electing Holder, agent or underwriter under the indemnity agreement
     in this subsection (a) with respect to any preliminary prospectus to the
     extent that any such loss, claim, damage or liability of such holder,
     Electing Holder, agent or underwriter results from the fact such holder,
     Electing Holder, agent or underwriter sold Registrable Securities to a
     person to whom there was not sent or given, at or prior to the written
     confirmation of such sale, a copy of the final prospectus (excluding
     documents incorporated by reference) in any case where such delivery is
     required by the Securities Act if the Company has previously furnished
     copies thereof to such holder, Electing Holder, agent or underwriter on a
     timely basis, and the loss, claim, damage or liability of such holder,
     Electing Holder, agent or underwriter results from an untrue statement or
     omission of a material fact contained in the preliminary prospectus which
     was corrected in the final prospectus.

          (b)   Indemnification by the Holders and any Agents and Underwriters.
     The Company may require, as a condition to including any Registrable
     Securities in any registration statement filed pursuant to Section 2(b)
     hereof and to entering into any underwriting agreement with respect
     thereto, that the Company shall have received an undertaking

                                       19

<PAGE>

     reasonably satisfactory to it from the Electing Holder of such Registrable
     Securities and from each underwriter named in any such underwriting
     agreement, severally and not jointly, to (i) indemnify and hold harmless
     the Company, and all other holders of Registrable Securities, against any
     losses, claims, damages or liabilities to which the Company or such other
     holders of Registrable Securities may become subject, under the Securities
     Act or otherwise, insofar as such losses, claims, damages or liabilities
     (or actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in such
     registration statement, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to any such Electing Holder,
     agent or underwriter, or any amendment or supplement thereto, or arise out
     of or are based upon the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, in each case to the extent, but only to
     the extent, that such untrue statement or alleged untrue statement or
     omission or alleged omission was made in reliance upon and in conformity
     with written information furnished to the Company by such Electing Holder
     or underwriter expressly for use therein, and (ii) reimburse the Company
     for any legal or other expenses reasonably incurred by the Company in
     connection with investigating or defending any such action or claim as such
     expenses are incurred; provided, however, that no such Electing Holder
     shall be required to undertake liability to any person under this Section
     6(b) for any amounts in excess of the dollar amount of the proceeds to be
     received by such Electing Holder from the sale of such Electing Holder's
     Registrable Securities pursuant to such registration.

          (c)   Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of written notice of the
     commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to the
     indemnification provisions of or contemplated by this Section 6, notify
     such indemnifying party in writing of the commencement of such action; but
     the omission so to notify the indemnifying party shall not relieve it from
     any liability which it may have to any indemnified party otherwise than
     under the indemnification provisions of or contemplated by Section 6(a) or
     6(b) hereof. In case any such action shall be brought against any
     indemnified party and it shall notify an indemnifying party of the
     commencement thereof, such indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and, after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, such
     indemnifying party shall not be liable to such indemnified party for any
     legal expenses of other counsel or any other expenses, in each case
     subsequently incurred by such indemnified party, in connection with the
     defense thereof other than reasonable costs of investigation. No
     indemnifying party shall, without the written consent of the indemnified
     party, effect the settlement or compromise of, or consent to the entry of
     any judgment with respect to, any pending or threatened action or claim in
     respect of which indemnification or contribution may be sought hereunder
     (whether or not the indemnified party is an actual or potential party to
     such action or claim) unless such settlement, compromise or judgment (i)
     includes an unconditional release of the indemnified party from all
     liability arising out of such action or claim and (ii) does not include a
     statement as to or an admission of fault, culpability or a failure to act
     by or on behalf of any indemnified party.

                                       20

<PAGE>

          (d)   Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of the
     indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party and
     indemnified party shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or
     omission or alleged omission to state a material fact relates to
     information supplied by such indemnifying party or by such indemnified
     party, and the parties' relative intent, knowledge, access to information
     and opportunity to correct or prevent such statement or omission. The
     parties hereto agree that it would not be just and equitable if
     contributions pursuant to this Section 6(d) were determined by pro rata
     allocation (even if the holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method of
     allocation which does not take account of the equitable considerations
     referred to in this Section 6(d). The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim. Notwithstanding the provisions of this Section 6(d),
     no holder shall be required to contribute any amount in excess of the
     amount by which the dollar amount of the proceeds received by such holder
     from the sale of any Registrable Securities (after deducting any fees,
     discounts and commissions applicable thereto) exceeds the amount of any
     damages which such holder has otherwise been required to pay by reason of
     such untrue or alleged untrue statement or omission or alleged omission,
     and no underwriter shall be required to contribute any amount in excess of
     the amount by which the total price at which the Registrable Securities
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages which such underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The holders' and any underwriters'
     obligations in this Section 6(d) to contribute shall be several in
     proportion to the principal amount of Registrable Securities registered or
     underwritten, as the case may be, by them and not joint.

          (e)   The obligations of the Company under this Section 6 shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each officer, director and
     partner of each holder, agent and underwriter and each person, if any, who
     controls any holder, agent or underwriter within the meaning of the
     Securities Act; and the obligations of the holders and any agents or
     underwriters contemplated by this Section 6 shall be in addition to any
     liability which the respective holder, agent or underwriter may otherwise
     have and shall extend, upon the same terms and conditions, to each officer
     and director of the Company (including any person who, with his consent, is
     named in any registration statement as about to become a director of the
     Company) and to each person, if any, who controls the Company within the
     meaning of the Securities Act.

                                       21

<PAGE>

          7.    Underwritten Offerings.

          (a)   Selection of Underwriters. If any of the Registrable Securities
     covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in
     aggregate principal amount of the Registrable Securities to be included in
     such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company.

          (b)   Participation by Holders. Each holder of Registrable Securities
     hereby agrees with each other holder that no holder may participate in any
     underwritten offering hereunder unless such holder (i) agrees to sell such
     holder's Registrable Securities on the basis provided in any underwriting
     arrangements approved by the persons entitled hereunder to approve such
     arrangements and (ii) completes and executes all questionnaires, powers of
     attorney, indemnities, underwriting agreements and other documents
     reasonably required under the terms of such underwriting arrangements.

          8.    Rule 144.

          The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

          9.    Miscellaneous.

          (a)   No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities or any other
     securities which would be inconsistent with the terms contained in this
     Exchange and Registration Rights Agreement.

          (b)   Specific Performance. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Company fails to perform any of
     its obligations hereunder and that the Purchasers and the holders from time
     to time of the Registrable Securities may be irreparably harmed by any such
     failure, and accordingly agree that the Purchasers and such holders, in
     addition to any other remedy to which they may be entitled at law or in
     equity, shall be entitled to compel specific performance of the obligations
     of the Company under this Exchange and Registration Rights Agreement in
     accordance with the terms and conditions of this Exchange and Registration
     Rights Agreement, in any court of the United States or any State thereof
     having jurisdiction.

                                       22

<PAGE>

          (c)   Notices. All notices, requests, claims, demands, waivers and
     other communications hereunder shall be in writing and shall be deemed to
     have been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at One Harrison Street, San Francisco, California
     94105 and if to a holder, to the address of such holder set forth in the
     security register or other records of the Company, or to such other address
     as the Company or any such holder may have furnished to the other in
     writing in accordance herewith, except that notices of change of address
     shall be effective only upon receipt.

          (d)   Parties in Interest. All the terms and provisions of this
     Exchange and Registration Rights Agreement shall be binding upon, shall
     inure to the benefit of and shall be enforceable by the parties hereto and
     the holders from time to time of the Registrable Securities and the
     respective successors and assigns of the parties hereto and such holders.
     In the event that any transferee of any holder of Registrable Securities
     shall acquire Registrable Securities, in any manner, whether by gift,
     bequest, purchase, operation of law or otherwise, such transferee shall,
     without any further writing or action of any kind, be deemed a beneficiary
     hereof for all purposes and such Registrable Securities shall be held
     subject to all of the terms of this Exchange and Registration Rights
     Agreement, and by taking and holding such Registrable Securities such
     transferee shall be entitled to receive the benefits of, and be
     conclusively deemed to have agreed to be bound by all of the applicable
     terms and provisions of this Exchange and Registration Rights Agreement. If
     the Company shall so request, any such successor, assign or transferee
     shall agree in writing to acquire and hold the Registrable Securities
     subject to all of the applicable terms hereof.

          (e)   Survival. The respective indemnities, agreements,
     representations, warranties and each other provision set forth in this
     Exchange and Registration Rights Agreement or made pursuant hereto shall
     remain in full force and effect regardless of any investigation (or
     statement as to the results thereof) made by or on behalf of any holder of
     Registrable Securities, any director, officer or partner of such holder,
     any agent or underwriter or any director, officer or partner thereof, or
     any controlling person of any of the foregoing, and shall survive delivery
     of and payment for the Registrable Securities pursuant to the Purchase
     Agreement and the transfer and registration of Registrable Securities by
     such holder and the consummation of an Exchange Offer.

          (f)   Governing Law. This Exchange and Registration Rights Agreement
     shall be governed by and construed in accordance with the laws of the State
     of New York.

          (g)   Headings. The descriptive headings of the several Sections and
     paragraphs of this Exchange and Registration Rights Agreement are inserted
     for convenience only, do not constitute a part of this Exchange and
     Registration Rights Agreement and shall not affect in any way the meaning
     or interpretation of this Exchange and Registration Rights Agreement.

          (h)   Entire Agreement; Amendments. This Exchange and Registration
     Rights Agreement and the other writings referred to herein (including the
     Indenture and the form of Securities) or delivered pursuant hereto which
     form a part hereof contain the entire understanding of the parties with
     respect to its subject matter. This Exchange and Registration Rights
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Exchange and Registration
     Rights Agreement may be amended and the observance of any term of this
     Exchange and Registration Rights Agreement may be waived (either generally
     or in a particular instance

                                       23

<PAGE>

     and either retroactively or prospectively) only by a written instrument
     duly executed by the Company and the holders of at least a majority in
     aggregate principal amount of the Registrable Securities at the time
     outstanding. Each holder of any Registrable Securities at the time or
     thereafter outstanding shall be bound by any amendment or waiver effected
     pursuant to this Section 9(h), whether or not any notice, writing or
     marking indicating such amendment or waiver appears on such Registrable
     Securities or is delivered to such holder.

          (i)   Inspection. For so long as this Exchange and Registration Rights
     Agreement shall be in effect, this Exchange and Registration Rights
     Agreement and a complete list of the names and addresses of all the holders
     of Registrable Securities shall be made available for inspection and
     copying on any business day by any holder of Registrable Securities for
     proper purposes only (which shall include any purpose related to the rights
     of the holders of Registrable Securities under the Securities, the
     Indenture and this Agreement) at the offices of the Company at the address
     thereof set forth in Section 9(c) above and at the office of the Trustee
     under the Indenture.

          (j)   Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all such
     respective counterparts shall together constitute one and the same
     instrument.

                                       24


<PAGE>

     If the foregoing is in accordance with your understanding, please sign and
return to us 15 counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.

                                        Very truly yours,


                                        The Gap, Inc.


                                        By:         /s/ SABRINA SIMMONS
                                             -----------------------------------
                                             Name:  Sabrina Simmons
                                             Title: Vice President and Treasurer


Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
HSBC Securities (USA) Inc.
Fleet Securities, Inc.
Mizuho International plc
Scotia Capital (USA) Inc.
US Bancorp Piper Jaffray Inc.


By:      /s/ GOLDMAN, SACHS & CO.
     --------------------------------
          (Goldman, Sachs & Co.)

                                       25

<PAGE>

                                                                       Exhibit A


                                  The Gap, Inc.

                         INSTRUCTION TO DTC PARTICIPANTS
                         -------------------------------

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE]*
                        -----------------------------


The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the 8.15% Notes due December 15, 2005
and/or 8.80% Notes due December 15, 2008 (collectively, the "Securities") of The
Gap, Inc. (the "Company") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
------------------------------------------------------------------------------
enclosed materials as soon as possible as their rights to have the Securities
--------------------------------------
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact The Gap, Inc., One
Harrison Street, San Francisco, California 94105, (415) 427-2000.


____________________
*Not less than 28 calendar days from date of mailing.

                                      A-1

<PAGE>

                                  The Gap, Inc.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire
                      ------------------------------------

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between The Gap, Inc. (the
"Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form [S-3] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's 8.15% Notes due December 15, 2005 (the "2005 Notes")
and/or 8.80% Notes due December 15, 2008 (the "2008 Notes" and, together with
the 2005 Notes, the "Securities"). A copy of the Exchange and Registration
Rights Agreement is attached hereto. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Exchange and Registration
Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
          ----------------------
Rights Agreement.

                                      A-2

<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                      A-3

<PAGE>

                                  QUESTIONNAIRE

(1)  (a)  Full Legal Name of Selling Securityholder:

          ______________________________________________________________________

     (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Registrable Securities Listed in Item (3) below:

          ______________________________________________________________________

     (c)  Full Legal Name of DTC Participant (if applicable and if not the same
          as (b) above) Through Which Registrable Securities Listed in Item (3)
          below are Held:

          ______________________________________________________________________

(2)       Address for Notices to Selling Securityholder:

                                __________________________________
                                __________________________________
                                __________________________________
          Telephone:            __________________________________
          Fax:                  __________________________________
          Contact Person:       __________________________________

(3)       Beneficial Ownership of Securities:

          Except as set forth below in this Item (3), the undersigned does not
          beneficially own any Securities.

     (a)  Principal amount of Registrable Securities beneficially owned:
          $___________ (2005 Notes); $___________ (2008 Notes); CUSIP No(s). of
          such Registrable Securities: _________________________________________

     (b)  Principal amount of Securities other than Registrable Securities
          beneficially owned: $___________ (2005 Notes); $___________ (2008
          Notes); CUSIP No(s). of such other Securities: _______________________

     (c)  Principal amount of Registrable Securities which the undersigned
          wishes to be included in the Shelf Registration Statement: $__________
          (2005 Notes); $___________ (2008 Notes); CUSIP No(s). of such
          Registrable Securities to be included in the Shelf Registration
          Statement: ___________________________________________________________

(4)       Beneficial Ownership of Other Securities of the Company:

          Except as set forth below in this Item (4), the undersigned Selling
          Securityholder is not the beneficial or registered owner of any other
          securities of the Company, other than the Securities listed above in
          Item (3).

          State any exceptions here:

                                      A-4

<PAGE>

(5)       Relationships with the Company:

          Except as set forth below, neither the Selling Securityholder nor any
          of its affiliates, officers, directors or principal equity holders (5%
          or more) has held any position or office or has had any other material
          relationship with the Company (or its predecessors or affiliates)
          during the past three years.

          State any exceptions here:

(6)       Plan of Distribution:

          Except as set forth below, the undersigned Selling Securityholder
          intends to distribute the Registrable Securities listed above in Item
          (3) only as follows (if at all): Such Registrable Securities may be
          sold from time to time directly by the undersigned Selling
          Securityholder or, alternatively, through underwriters, broker-dealers
          or agents. Such Registrable Securities may be sold in one or more
          transactions at fixed prices, at prevailing market prices at the time
          of sale, at varying prices determined at the time of sale, or at
          negotiated prices. Such sales may be effected in transactions (which
          may involve crosses or block transactions) (i) on any national
          securities exchange or quotation service on which the Registered
          Securities may be listed or quoted at the time of sale, (ii) in the
          over-the-counter market, (iii) in transactions otherwise than on such
          exchanges or services or in the over-the-counter market, or (iv)
          through the writing of options. In connection with sales of the
          Registrable Securities or otherwise, the Selling Securityholder may
          enter into hedging transactions with broker-dealers, which may in turn
          engage in short sales of the Registrable Securities in the course of
          hedging the positions they assume. The Selling Securityholder may also
          sell Registrable Securities short and deliver Registrable Securities
          to close out such short positions, or loan or pledge Registrable
          Securities to broker-dealers that in turn may sell such securities.

          State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling

                                      A-5

<PAGE>

Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

     (i)  To the Company:

                                The Gap, Inc.
                                One Harrison Street
                                San Francisco, CA 94105
                                Attention: General Counsel

     (ii) With a copy to:

                                Orrick, Herrington & Sutcliffe LLP
                                Old Federal Reserve Bank Building
                                400 Sansome Street
                                San Francisco, CA 94111
                                Attention: John F. Seegal, Esq.


Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                      A-6

<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: _____________________



              __________________________________________________________________
              Selling Securityholder
              (Print/type full legal name of beneficial owner of Registrable
              Securities)


              By: ______________________________________________________________
              Name:
              Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                          ____________________________

                          ____________________________

                          ____________________________

                          ____________________________

                          ____________________________

                                      A-7

<PAGE>

                                                                       Exhibit B


              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


The Gap, Inc.
c/o The Bank of New York
20 Broad Street, Lower Level
Attention: Corporate Trust Reorg. Department
New York, New York 10005

Attention: Trust Officer

        Re:  The Gap, Inc. (the "Company")
             8.15% Notes due December 15, 2005
             8.80% Notes due December 15, 2008

Dear Sirs:

Please be advised that ____________________ has transferred [$_______________
aggregate principal amount of the 8.15% Notes due December 15, 2005] [and]
[$___________ aggregate principal amount of 8.80% Notes due December 15, 2008]
pursuant to an effective Registration Statement on Form [S-3] (File No. 333-___)
filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                                Very truly yours,

                                                     __________________________
                                                     (Name)

                                                By:  __________________________
                                                     (Authorized Signature)

                                       B-1