Amendment to Stock Purchase Agreement – Gap

Exhibit 10.6

AMENDMENT TO STOCK PURCHASE AGREEMENT

Amendment dated as of February 1, 2010 to STOCK PURCHASE AGREEMENT dated as
of November 17, 2009 (the “Stock Purchase Agreement“) between
The Gap, Inc., a Delaware corporation (the “Company”) and
Robert J. Fisher (“Fisher” and, together with any revocable
family trust through which Fisher beneficially owns common stock of the Company,
“Seller”). Initially capitalized terms used herein but not
defined herein shall have the meaning assigned to such terms in the Stock
Purchase Agreement.

WITNESSETH:

WHEREAS, the parties to this Amendment entered into the Stock Purchase
Agreement in connection with the Company153s share repurchase agreement authorized
by the Board of Directors of the Company on November 17, 2009; and

WHEREAS, the parties to the Stock Purchase Agreement desire to amend such
agreement to provide for its termination in the event of the death of Fisher;
and

WHEREAS in consideration of the above recitals and of the mutual agreements
and covenants contained in this Agreement, the Company and the Seller intending
to be bound legally, each agree as follows:

ARTICLE 1

Section 1.1. Section 7.1 Termination. is hereby amended to add a new clause
(g) to Section 7.1 as follows:

(g) notwithstanding Section 7.1(b), pursuant to written notice by the
successor or executor of the estate of Fisher of the death of Fisher, such
termination to be effective immediately upon delivery of notice thereof.

Section 1.2. Section 7.1 Termination. is hereby amended to revise the
ultimate sentence and add a new ultimate sentence to Section 7.1 as follows:

The party desiring to terminate this Agreement pursuant to clauses (b), (c),
(d), (e) or (g) above shall give written notice of such termination to the other
party.

In clarification of the foregoing, in the event of a termination pursuant to
clauses (c) through (g) hereof, there shall be no further settlement of Acquired
Shares in respect of any purchases pursuant to the Program (whether for a prior
month or the period in which the termination event occurs), and no Closing for
Acquired Shares shall follow any such termination of this Agreement.

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ARTICLE 2

Miscellaneous

Section 2.1. Effect. Except as amended by this Amendment, the Stock
Purchase Agreement shall remain in full force and effect.

Section 2.2. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of California (without regard
to principles of conflicts of laws).

Section 2.3. Counterparts; Third Party Beneficiaries. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received a counterpart hereof signed by the other party hereto. No
provision of this Agreement is intended to confer upon any Person other than the
Company or Seller any rights or remedies hereunder.

Section 2.4. Entire Agreement. The Agreement, as amended by this
Amendment, constitutes the entire agreement between the parties with respect to
the subject matter of this Agreement and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter of this Agreement.

Section 2.5. Captions. The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

THE GAP, INC.
By:		/s/ Jennifer Cho
Name:		Jennifer Cho
Title:		Vice President and Treasurer
ROBERT J. FISHER
(on behalf of himself and on behalf of Seller)
By:		/s/ Robert J. Fisher
Name:		Robert J. Fisher