Gap Inc. Reduces Board Size And Compensation

Co-Founder and Board Member Doris Fisher Continues with Company as Honorary Lifetime Director

SAN FRANCISCO.– The Gap Inc. (NYSE: GPS) Board of Directors announced it has decided to reduce the size of the Board from 13 to 10 members, and to cut the compensation for remaining Board members for 2009 by reducing both the annual cash retainer and stock compensation by 15 percent.

The company also disclosed that Glenn Murphy, Chairman and CEO of Gap Inc., volunteered to cut his annual salary by 15 percent, and merit-based salary increases were eliminated for most headquarters employees for 2009.

As part of this announcement, two members of the Board – Howard Behar and Penelope Hughes – agreed not to stand for re-election for a new term in May 2009 at the time of the company’s Annual Meeting of Shareholders. In addition, company co-founder Doris Fisher has decided not to stand for re-election at that time and will assume the role of honorary lifetime director.

“This is an appropriate time for us to look at the size and structure of our Board of Directors,” said Glenn Murphy, chairman and CEO of Gap Inc. “All of us at Gap Inc. are deeply indebted to the hard work and dedication of Howard Behar and Penny Hughes on our Board of Directors, and we’re grateful for their many contributions.”

“We’re also delighted Doris Fisher will remain involved with the company through a new role – as an honorary lifetime director of the company – that allows her to continue to be an inspiring role model for our leaders and employees,” Murphy added.

In the 2008 fiscal year, the company reduced its operating expenses by $478 million, and the savings described above are in line with the company’s simplification and cost management philosophy.