2005 LONG-TERM INCENTIVE PLAN

Executive Compensation Plan Agreement

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This Executive Compensation Plan Agreement involves

ABERCROMBIE &| FITCH CO /D

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Title: 2005 LONG-TERM INCENTIVE PLAN
Governing Law: Delaware Date: 6/17/2005
Industry: RTAPRL Sector: SERVIC

Search Executive Compensation Plan Agreement by:

EX-10.1

Exhibit 10.1

ABERCROMBIE & FITCH CO.

2005 LONG-TERM INCENTIVE PLAN

ABERCROMBIE & FITCH CO.

2005 LONG-TERM INCENTIVE PLAN


		Page

1.	Purpose		1




2.	Definitions		1




3.	Administration		2




4.	Stock Subject to Plan		4




5.	Eligibility; Per-Person Award Limitations		4




6.	Specific Terms of Awards		5




7.	Performance-Based Compensation		9




8.	Certain Provisions Applicable to Awards		10




9.	Change of Control		11




10.	Additional Award Forfeiture Provisions		13




11.	General Provisions		14

-i-

ABERCROMBIE & FITCH CO.

2005 LONG-TERM INCENTIVE PLAN

1. Purpose. The purpose of this 2005 Long-Term Incentive Plan (the “Plan”) is to aid Abercrombie & Fitch Co., a Delaware corporation (together with its successors and assigns, the “Company”), in attracting, retaining, motivating and rewarding certain employees and non-employee directors of the Company or its subsidiaries or affiliates, to provide for equitable and competitive compensation opportunities, to recognize individual contributions and reward achievement of Company goals, and promote the creation of long-term value for stockholders by closely aligning the interests of Participants with those of stockholders. The Plan authorizes stock based incentives for Participants.

2. Definitions. In addition to the terms defined in Section 1 above and elsewhere in the Plan, the following capitalized terms used in the Plan have the respective meanings set forth in this Section:


	(a) “Annual Limit” shall have the meaning specified in Section 5(b).

	(b) “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit, or Deferred Stock Award together with any related right or interest, granted to a Participant under the Plan.

	(c) “Beneficiary” means the legal representatives of the Participant’s estate entitled by will or the laws of descent and distribution to receive the benefits under a Participant’s Award upon a Participant’s death, provided that, if and to the extent authorized by the Committee, a Participant may be permitted to designate a Beneficiary, in which case the “Beneficiary” instead will be the person, persons, trust or trusts (if any are then surviving) which have been designated by the Participant in his or her most recent written and duly filed beneficiary designation to receive the benefits specified under the Participant’s Award upon such Participant’s death.

	(d) “Board” means the Company’s Board of Directors.

	(e) “Change of Control” has the meanings specified in Section 9.

	(f) “Code” means the Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation thereunder shall include any successor provisions and regulations, and reference to regulations includes any applicable guidance or pronouncement of the Department of the Treasury and Internal Revenue Service.

	(g) “Committee” means the Compensation Committee of the Board, the composition and governance of which is established in the Committee’s Charter as approved from time to time by the Board and subject to Section 303A.05 of the Listed Company Manual of the New York Stock Exchange, and other corporate governance documents of the Company. No action of the Committee shall be void or deemed to be without authority due to the failure of any member, at the time the action was taken, to meet any qualification standard set forth in the Committee Charter or the Plan. The full Board may perform any function of the Committee hereunder except to the extent limited under Section 303A.05 of the Listed Company Manual, in which case the term “Committee” shall refer to the Board.

	(h) “Covered Employee” means an Eligible Person who is a Covered Employee as specified in Section 11(j).

	(i) “Deferred Stock Award” means a right, granted to non-employee directors under the Plan, to receive Stock in accordance with the terms and conditions of the 1998 Directors’ Deferred


	Compensation Plan, as amended in 2003, or any successor plan providing for the deferral of compensation by non-employee directors.

	(j) “Effective Date” means the effective date specified in Section 11(q).

	(k) “Eligible Person” has the meaning specified in Section 5, provided that Michael S. Jeffries is specifically excluded from participating in Awards made pursuant to the Plan.