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 terminated effective January 23, 2001. Very truly yours, The Gap, Inc. /s/ Millard S. Drexler - ---------------------- Millard S. Drexler Chief Executive Officer Agreed, /s/ John M. Lillie February 2, 2001 - ------------------ ---------------- John M. Lillie Date