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AMENDMENT NO. 2 MICHAEL S. JEFFRIES EMPLOYMENT AGREEMENT

Employment Agreement

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 This Employment Agreement involves

ABERCROMBIE FITCH CO /DE/ | Abercrombie Fitch Co

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Title: AMENDMENT NO. 2 MICHAEL S. JEFFRIES EMPLOYMENT AGREEMENT
Date: 1/31/2011
Industry: Retail (Apparel)     Sector: Services

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Exhibit 10.1

AMENDMENT NO. 2
MICHAEL S. JEFFRIES EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2 to the Employment Agreement is made and entered into on January 28, 2011, by and between Abercrombie & Fitch Co., a Delaware corporation (the “ Company ”), and Michael S. Jeffries (the “ Executive ”).

R E C I T A L S

WHEREAS, the Company and the Executive are parties to that certain Employment Agreement entered into as of December 19, 2008 (the “ Employment Agreement ”) pursuant to which the Executive is employed as the Company’s Chairman of the Board of Directors and Chief Executive Officer;

WHEREAS, the Company has continuously employed the Executive as the Company’s Chief Executive Officer pursuant to employment agreements or arrangements entered into prior to the Employment Agreement since February 1992;

WHEREAS, in the Employment Agreement and in other employment agreements between the Company and the Executive, the Company has provided the Executive with a “golden parachute” tax gross-up for any taxes incurred by the Executive due to In



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