TRUST AGREEMENT

TRUST AGREEMENT

BETWEEN

ABERCROMBIE & FITCH CO.

AND

WILMINGTON TRUST COMPANY

OCTOBER 16, 2006

TABLE OF CONTENTS

TRUST AGREEMENT

     This Trust Agreement (this “Agreement”) for the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan, the Supplemental Executive Retirement Plan for Michael S. Jeffries and each and every other plan set forth on Exhibit A (each a “Plan” and collectively the “Plans”) made as of the 16 ^th day of October, 2006 by and between Abercrombie & Fitch Co., a Delaware corporation (the “Company”), and Wilmington Trust Company (the “Trustee”).

WITNESSETH:

     WHEREAS, certain individuals (“Participants”) who provide services to the Company, or an affiliate of the Company (“Affiliate”), may become entitled to benefits under the provisions of the Plans, as the same have been or in the future may be amended or restated by the Company without amendment or restatement to this Agreement, or any successor thereto (hereinafter the entity for which a Participant provided services, including the Company, shall be referred to as the “Employer Company”);

     WHEREAS, the Plans provide for certain income deferral and other benefits, and the Company wishes to assure the payment to the Participants and their beneficiaries (the Participants and their respective beneficiaries are collectively referred to as the “Trust Beneficiaries”) of amounts due thereunder (the amounts so payable are collectively referred to as the “Benefits”);

     WHEREAS, the Company wishes to establish a trust (the “Trust”) and to transfer to the Trust certain assets which shall be held subject to the claims of the creditors of each Employer Company to the extent set forth in Article III until (i) paid in full to all Trust Beneficiaries as Benefits in such manner and as specified in this Agreement unless a respective Employer Company is Insolvent (as that term is defined below) at the time that such Benefits become payable or (ii) otherwise disposed of pursuant to the terms of this Agreement; and

     WHEREAS, an Employer Company shall be considered “Insolvent” for purposes of this Agreement at such time as the Employer Company (i) is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, as amended from time to time, or (ii) is unable to pay its debts as they become due.

     NOW, THEREFORE, the parties establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

I. TRUST FUND

     1.1 Subject to the claims of creditors to the extent set forth in Article III, the Company shall from time to time and pursuant to the terms of each of the Plans deposit with the Trustee, in trust, cash or other property acceptable to the Trustee, which shall become the principal of this Trust, to be held, administered and disposed of by the Trustee as provided in this Agreement.

     1.2 This Trust shall be irrevocable.

     1.3 The principal of the Trust and any earnings thereon shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes set forth in this Agreement. No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust prior to the time that such assets are paid to a Trust Beneficiary as Benefits as provided herein. Any rights created under this Agreement shall be merely unsecured contractual rights of Trust Beneficiaries with respect to the respective Employer Company. The obligation of the Employer Companies to pay Benefits pursuant to this Agreement constitutes merely an unfunded and unsecured promise to pay such Benefits.

     1.4 The Company may at any time and from time to time make additional deposits of cash or other property in the Trust to augment the principal to be held, administered and disposed of by the Trustee as herein provided, but no payment of all or any portion of the principal of the Trust or earnings thereon shall be made to the Company or other person or entity on behalf of the Company except as herein expressly provided. The Trustee shall have no duty to enforce any funding obligations of the Company.

     1.5 The Trust is intended to be a grantor trust, within the meaning of section 671 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, and shall be construed accordingly. The purpose of the Trust is to assure that the obligations to the Participants pursuant to the Plan are fulfilled. The Trust is neither intended nor designed to qualify under section 401(a) of the Code or to be subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

II. PAYMENTS TO TRUST BENEFICIARIES

     2.1 Provided that the respective Employer Company is not Insolvent, the Trustee shall from time to time, upon the direction of the Company make payments of Benefits to each Trust Beneficiary from the assets of the Trust in accordance with the direction received from the Company.

     2.2 The Trustee shall continue to pay Benefits to the Trust Beneficiaries in accordance with Section 2.1 until the assets of the Trust are depleted, subject to Section 11.2. If any current payment by the Trustee under the terms of this Agreement would deplete the assets of the Trust below the amount necessary to provide adequately for Benefits to be payable in the future pursuant to the terms of the related Plan, the Trustee shall nevertheless make the current payment when due. If, after application of the preceding sentence, amounts in the Trust are not sufficient to provide for full payment of the Benefits to which any Trust Beneficiary is entitled as provided in this Agreement, the Company shall make the balance of each such payment directly to the Trust Beneficiary as it becomes due.

     2.3 The Employer Company or an Affiliate may make payments of Benefits directly to each or any Trust Beneficiary. The Employer Company or Affiliate shall notify the Trustee in writing of its decision to pay Benefits directly at least 10 days prior to the time amounts are due to be paid to a Trust Beneficiary and may be reimbursed from the Trust upon submission of documentation satisfactory to the Trustee to evidence that the payments were properly made.

     2.4 Nothing in this Agreement shall in any way diminish any rights of any Trust Beneficiary to pursue such Trust Beneficiary’s rights as a general creditor of the respective Employer Company with respect to Benefits or otherwise, and the rights of each Trust Beneficiary under the respective Plan shall in no way be affected or diminished by any provision of this Agreement or action taken pursuant to this Agreement, except that any payment actually received by any Trust Beneficiary shall reduce dollar per dollar amounts otherwise due to such Trust Beneficiary pursuant to such Plan.

     2.5 The Company shall have the sole responsibility for all tax withholding filings and reports. The Trustee shall withhold such amounts from distributions as the Company directs and shall follow the instructions of the Company with respect to remission of such withheld amounts to the appropriate governmental authorities.

III. THE TRUSTEE’S RESPONSIBILITY REGARDING PAYMENTS TO
A TRUST BENEFICIARY WHEN AN EMPLOYER COMPANY IS INSOLVENT

     3.1 At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of creditors of the respective Employer Companies to the extent set forth in this Section 3.1. The Board and the CEO of each Employer Company shall have the duty to inform the Trustee in writing if either the Board or the CEO of the Employer Company believes that the Employer Company is Insolvent. If the Trustee receives a notice in writing from the Board or the CEO of the Employer Company stating that the Employer Company is Insolvent or if a person claiming to be a creditor of the Employer Company alleges in writing to the Trustee that the Employer Company has become Insolvent, the Trustee shall independently determine within 30 days after receipt of such notice whether the Employer Company is Insolvent. In making this determination, the Trustee may engage the outside accountants of the Employer Company to render an opinion as to the solvency of the Employer Company and shall be fully protected under Section 8.6 in relying upon the advice of such accountants. In addition, the Employer Company shall provide the Trustee or its agents, including the outside accountants of the Employer Company, with any information reasonably requested, and otherwise cooperate with the Trustee or its agents in making the determination. Pending such determination, or if the Trustee has actual knowledge or has determined that the Employer Company is Insolvent, the Trustee shall discontinue or refrain from making payments to any Trust Beneficiary of such Employer Company and hold those Trust assets, including undistributed principal and income of the Trust, attributable to the Trust Beneficiaries of such Employer Company for the benefit of the general creditors of such Employer Company.

     3.2 The Trustee shall pay the Trust assets so designated to the extent necessary to satisfy the claims of the creditors of the Employer Company as a court of competent jurisdiction may direct. If the Trustee has discontinued or refrained from making payments to any Trust Beneficiary pursuant to this Section 3.1, the Trustee shall pay or resume payments to such Trust Beneficiary in accordance with this Agreement if the Trustee has determined that the Employer Company is not Insolvent, or is no longer Insolvent (if the Trustee initially determined the Employer Company to be Insolvent), or pursuant to the order of a court of competent jurisdiction. Unless the Trustee has actual knowledge of Insolvency, or has received notice from the Board of the Employer Company, the CEO of the Employer Company, or a person claiming to be a creditor of the Employer Company alleging that the Employer Company is Insolvent, the Trustee shall have no duty to inquire as to whether the Employer Company is Insolvent and may rely on information concerning the Insolvency of the Employer Company that has been furnished to the Trustee by any creditor of the Employer Company or by any person (other than an employee or director of the Employer Company) acting with apparent or actual authority with respect to the Employer Company.

     3.3 If the Trustee is precluded from paying Benefits from the Trust assets pursuant to Section 3.1 and such prohibition is subsequently removed, the Trustee shall pay the aggregate amount of all Benefits that would have been paid to the Trust Beneficiaries in accordance with this Agreement during the period of such prohibition, less the aggregate amount of Benefits otherwise paid to any Trust Beneficiary by the Company or an Affiliate during any such period, together with interest on the delayed amount determined at a rate equal to the rate actually earned (including, without limitation, market appreciation or depreciation, plus receipt of interest and dividends) during such period with respect to the assets of the Trust corresponding to such net amount delayed. The Company shall instruct the Trustee as to such amounts.

IV. PAYMENTS TO COMPANY

     4.1 Except to the extent expressly contemplated by Section 2.3 and this Article IV, the Company shall have no right or power to direct the Trustee to return any of the Trust assets to the Company before all payments of Benefits have been made to all Trust Beneficiaries as provided in this Agreement. Trustee shall be entitled to rely conclusively upon the Company’s written certification that all such payments have been made.

     4.2 From time to time, the Company may determine for purposes of this Section 4.2 the maximum present value of Benefits (regardless of vesting) that could become payable under each of the Plans (the “Fully Funded Amount”) with respect to all Trust Beneficiaries and the fair market value of the Trust assets. For purposes of calculating the Fully Funded Amount, (a) with respect to a Plan that is an account balance plan, the maximum present value of Benefits payable to each Trust Beneficiary is the value of the account balances (including contributions and earnings through the last completed calendar quarter) of the Trust Beneficiaries under the Plan and (b), with respect to a Plan, other than an account balance plan, the maximum present value of Benefits payable to each Trust Beneficiary shall be the present value (determined as of the last day of the last completed calendar quarter) of all future Benefits payable under the Plan based on reasonable actuarial assumptions established by the Company. The Company shall pay the fees of any appraiser engaged to value any property held in Trust. Thereafter, upon the direction of the Company, the Trustee shall pay to the Company the excess, if any, of the fair market value of the Trust assets over 110% of the Fully Funded Amount plus sufficient assets to pay (a) all premiums due and to become due on any life insurance policies held in the Trust and (b) Trustee fees and expenses, for a period of the next twenty-four months, provided, however, that such request must be accompanied by a statement from the Company that sets forth the basis for the determination of such excess and identifies the professional advisor used to calculate the excess.

     4.3 The Company shall have the right at anytime, and from time to time in its sole discretion, to substitute assets of equal fair market value for any assets held by the Trust. This right is exercisable by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity. The Trustee shall have no responsibility for determining whether such right has been properly exercised or for any investment losses that may result from its exercise.

V. INVESTMENT OF TRUST FUND

     5.1 The Company shall have sole investment discretion and responsibility for the assets of the Trust, and the Trustee shall invest and reinvest, and act with respect to, the assets of the Trust only as directed by the Company in writing from time to time and shall have no investment review responsibility therefor, and shall not render investment advice to any person in connection with any investment options.

     5.2 Subject to such written investment guidelines issued by the Company, the Trustee shall have investment discretion and responsibility for those assets of the Trust for which it accepts such responsibility in writing to the Company; provided, however, that the Trustee shall not have investment discretion for any Company stock or insurance policies or contracts, investment discretion and responsibility for which shall be retained by the Company as provided in Section 5.1.

     5.3 The Trustee shall have the power to invest the assets of the Trust, in accordance with the provisions of Sections 5.1, 5.2, 5.5 and 5.6. The Trustee shall not be liable for any failure to maximize income on such portion of the Trust assets as may be from time to time invested or reinvested as set forth in Sections 5.1, 5.2, 5.5, and 5.6, nor for any loss of principal or income due to the liquidation of any investment that the Company directs as necessary to make payments or to reimburse expenses under the terms of this Agreement.

     5.4 The Trustee shall have all rights conferred upon trustees under Delaware law with respect to the investment of the trust assets.

     5.5 Unless directed otherwise by Company, the Trustee is specifically authorized to invest idle, or otherwise uninvested cash in the service class shares of the Wilmington Prime Money Market Portfolio (the “Prime MM Portfolio”), a money market mutual fund managed by an affiliate of the Trustee. Company acknowledges that the Prime MM Portfolio is an entity separate from Wilmington Trust Company; and that shares in the Prime MM Portfolio are not obligations of Wilmington Trust Company, are not deposits and are not insured by the FDIC, the Federal Reserve or any other governmental agency. Wilmington Trust Company or its affiliates are compensated by the Prime MM Portfolio for investment advisory, custodian, shareholder servicing and other services, and such compensation is described in detail in the prospectus for the Prime MM Portfolio and is in addition to the compensation paid to Trustee hereunder with respect to that portion of the Trust fund, if any, invested in the Prime MM Portfolio.

     5.6 Trustee may hold that portion of the Trust fund as is appropriate for the disbursement of funds in cash, without liability for interest, notwithstanding Trustee’s receipt of “float” from such uninvested cash, by depositing the same in any bank (including deposits which bear a reasonable rate of interest in a bank or similar financial institution supervised by the United States or a State, even where a bank or financial institution is the Trustee, or is otherwise a fiduciary of the Plan), subject to the rules and regulations governing such deposits, and without regard to the amount of such deposit.