Severance and Release Agreement – Gap Inc.

RELEASE

The Gap Inc. (“Company”) and Marka Hansen (“Executive”) entered into an
agreement dated February 16, 2007, and as amended (“Agreement”), to provide
certain specified severance compensation and benefits (“Severance”) in the event
of Executive153s termination. Company will terminate the employment of Executive
effective March 29, 2011. Executive153s Separation from Service, as that term is
defined in the Agreement, is February 4, 2011. Therefore, Executive is eligible
for Severance, as long as certain conditions in the Agreement are met, including
Executive153s execution of the release of claims as follows:

Executive hereby releases and forever discharges the Company, its
subsidiaries, affiliates, officers, directors, agents and employees, from any
and all claims, liabilities and obligations, of every kind and nature, whether
now known or unknown, suspected or unsuspected, which Executive ever had, or now
has, with the exception of claims that cannot be legally waived. This release
includes all federal and state statutory claims, federal and state common law
claims (including those for contract and tort), and claims under any federal or
state anti-discrimination statute or ordinance, including but not limited to,
Title VII of the Civil Rights Act of 1964 (as amended), the Age Discrimination
in Employment Act, 42 U.S.C. sections 1981 and 1983, the Employee Retirement
Income Security Act of 1974, the Americans with Disabilities Act, the California
Constitution, the California Fair Employment and Housing Act, the California
Unfair Competition Act (California Business and Professions Code section 17200
et seq.), the California Unruh Act, and the California Labor Code. Executive
expressly waives the protection of Section 1542 of the Civil Code of the State
of California, which states:

“A general release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected the settlement with the debtor.”

This is a legally binding release. Executive is advised to consult with an
attorney prior to signing this Release. Executive has more than 21 days to
consider this Release. Executive must return this signed Release to the Company
by March 18, 2011. Within seven days of signing this Release, Executive may
revoke this Release by notifying the Company in writing that Executive revokes
it. Executive is also advised to seek her own financial and tax consultants
related to the Severance described in the Agreement.