Exhibit 10.37 Gap Inc. One Harrison Street San Francisco, CA 94105 January 24, 2001 John M. Lillie [Address] Dear John, By signing this letter below you agree and confirm that your consulting agreement with The Gap, Inc., dated December 7, 2000, was...

Exhibit 10.37

Gap Inc.
Xxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX  00000


January 24, 2001


Xxxx X. Xxxxxx
[Address]


Dear Xxxx,

     By signing this letter below you agree and confirm that your consulting
agreement with The Gap, Inc., dated December 7, 2000, was terminated effective
January 23, 2001.

Very truly yours,

The Gap, Inc.


/s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Chief Executive Officer



Agreed,


/s/ Xxxx X. Xxxxxx                                         February 2, 2001
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Xxxx X. Xxxxxx                                             Date